Seven Infractions
by MiravsStella
Summary: She committed seven infractions that made her an enemy to the KND... but what was the real reason?  Disclaimer: I don't own Codename: Kids Next Door.
1. File: ?

File #: 000674

Operating Numbuh: 362

Name: Mckenzie, Rachel T.

Hair color: Blond

Eye color: Brown

Status: Terminated

Age: 16

Reason: Breaking code of KND

Infractions: 7

Passcode: Fallenleader1134

Loading…

**Access Granted**


	2. 1st Infraction

"You shoulda seen it! The robot came right at me, but I was ready! I blasted it with my Ketchup gun, and it went right down… and then another one came at me, and"-

"Would you SHADDUP?" yelled the red head, pulling the ear of the black haired boy, who had been chattering enthusiastically up until then. Her face was deep red as she screamed at him for showing off, tugging on his ear harder each time.

"Stop it, Fanny!" cried the boy, glaring at her. "You're just jealous that I got a higher score than you."

"Am not!" she muttered, looking away. She noticed that Rachel was ignoring them, for the most part.

"Hey, Rachel," said Patton. "So what did you think about my practice run today?"

The girl in question raised her head from the frozen floor of the arctic base, her brown eyes considering Patton thoughtfully and she shrugged her slim shoulders. "I thought it was alright," she said simply, before returning her gaze to the tunnel in front of her.

Patton scowled, disappointed in his friend's answer, while Fanny smirked in triumph. Her own laser gun was hefted in her fist, but not tightly; instead, it was held loosely at her side. Rachel didn't sport a weapon. She'd been assigned to take notes on the simulations instead. Her notepad remained tucked in her belt for now, leaving her hands free.

"I've heard that the actual Supreme Leader's gonna come here today," whispered Patton, lowering his voice and glancing around at the other trainees around them. "Numbuh 100 apparently wants to check up on how cadet training is proceeding for us. Numbuh 11 says she's going to whip us into shape before he gets here."

Fanny shuddered slightly; when Numbuh 11 stated such things, she usually meant them. Rachel appeared unfazed, not even reacting to Patton's words. She flicked some of her hair behind her shoulder, the aura of underlying confidence never leaving her. Patton stared at her for a few moments, somewhat annoyed by her lack of response.

"Uhh… Rachel? Did you hear what I said?"

"Hmm?" She looked over at him, surprise flickering on her face for a moment for comprehension replaced it. "Oh, yes, I did. I already knew about it."

Disbelief settled on the faces of both of her friends. The silent question of 'how?' ranged in both their minds, but they knew Rachel enough by now to realize that she would only go as far as to drop vague hints. Rachel, once the two had gone back to their previous argument, allowed herself a tiny smile.

It hadn't been that difficult; she'd just bribed Hoagie Gilligan to hack the computer system, revealing the schedule for the next week or so. Still, even her eight-year-old mind comprehended that the more people were in awe of you, the more likely they were to stick with you.

Rachel did not fear loneliness. But she didn't like it either.

They emerged into the meeting hall, knowing now what they'd been summoned for. Rachel led the way to their usual seats- which were at the very back of the room- and sat down, careful not to crush her notebook. Fanny and Patton plopped right down, both releasing a sigh of relief at not having to stand any longer.

The other cadets trickled in, murmuring and glancing about out of curiosity. She noted that Numbuhs 9 and 11 both stood stiffly at attention on either side of the stage, expressionless faces presented. She knew that her own mirrored theirs; it came naturally to her by now. Or had it always come naturally?

The mutterings of the cadets, ranging from six to eight years old, grew more tumultuous with each passing moment. Rachel sat motionless, once again choosing to ignore the fact that Fanny was in the process of pulling Patton's hair.

She caught sight of the cadets that were particularly close to Sector V. Abigail Lincoln and Nigel Uno sat side by side, watching Cree and Maurice attentively. She knew that they were some of the KND's top students, passing many of the exams with flying colors. Rachel's gaze passed over them slowly, and she pondered what she knew about them.

Abigail Lincoln was an excellent fighter and had a stealth score that came almost as close as her own. She was also quickly becoming reminiscent of her sister, Numbuh 11, in terms of being tough enough to get the job done. Rachel, Fanny, and Patton had only met her once, when they'd needed to run an errand for their own supervisor. She had noted that, while Abigail did have a glint in her eye that revealed that she'd seen a lot, she didn't have the strategic capability to take on an enemy alone.

Nigel Uno was a different story.

She noticed that he was instantly capable of taking charge, leading any assault and coming out victorious. He had that single minded quality that enabled him to get to his goal, no matter what stood in his way. And yet…

And yet, unlike Abby, he was unable to see the bigger picture.

Even at her young age, Rachel knew that she had the potential to do both. She wasn't sure whether she wanted to use this, or just become only half-knowing, like the rest of the KND.

Suddenly, 11 and 9 stiffened even further, causing the entire hall to fall silent. Rachel was fascinated by the way they simply were able to cause every kid in the room to stop speaking before such power…

Numbuh 100 strode out onto the stage. One kid just couldn't help it, and shrieked before clapping a hand over his mouth. Rachel didn't allow herself to respond, instantly beginning to observe the boy before her.

Somehow, the word 'boy' didn't seem to fit him.

He stood tall and proud, looking out over the faces of the Kids Next Door cadets with unconcealed admiration and scrutiny. Rachel could immediately see the aura of importance and confidence surrounding him, and knew that she was in the presence of the legend. Cadets leaned forward until they sat on the edges of their chairs, excited looks on their faces.

Rachel was undeniably impressed by the Supreme Leader of the Kids Next Door. However, she could also instantly spot that he was undeniably naïve.

"Kids Next Door rules!" he bellowed, punching his fist in the air. The cadets replicated the call, repeating it back to him with complete enthusiasm. Rachel remained silent.

"Cadets," he began, slowly starting to pace away from the podium. Rachel could see why; it almost restricted him in his speech- or at least, he felt that way. She could see plenty of ways to make more effective use of the podium.

"You are here, now, away from your homes- the protection of your parents, the safety of your neighborhoods, and the companionship of your old friends."

Rachel reflected that this wasn't the case for her. She had known Fanny and Patton her entire life.

"You chose to stand by this organization- sacrificing any chance of a normal life with other kids, who would be playing in kindergarten classrooms right now, in order to protect them. Bear in mind that this choice was not made lightly, nor is the promise you made to be kept lightly. From the reports, it seems that _most_ of you have taken your training seriously." Here he glared at Wallabee Beatles.

Rachel heard Patton chuckle next to her, before Fanny hissed for him to be quiet.

"For this, I thank you. The whole of the Kids Next Door thanks you. But, remember this, if you"-

And that was when a colossal explosion rocked the base.

The very first lesson Rachel learned about war was that people die. And there is nothing that anyone can do about it.

The force of the blast flung her out of her chair as though she were simply a rag doll. Her breath was thrown out of her as she hit the icy wall, sliding to the floor with a dazed expression. All over, cadets were struggling to get up and recover from the explosion, although some that were closest to the right-hand wall didn't stir. Rachel fervently hoped that they were merely unconscious.

Out of the hole marched one of the men who terrified the KND the most: Father.

At once, screams erupted throughout the hall, as cadets broke into runs. Chaos ensued, as Father had had several personalized combat droids with him. Numbuhs 9 and 11 leapt into action at once, running straight at Father, with Abigail and Nigel not far behind them.

Rachel was also choosing not to sit idle. She swayed for a few moments, before stumbling over to where the KND's real fighters stood, laser guns aimed at their nemesis. Rachel cursed inwardly that she didn't have a weapon of her own, but she wasn't bad at hand-to-hand combat. She went over to stand beside Abigail and Nigel, staring at Father.

The first emotion she registered wasn't fear. It was contempt.

This man- if he could be called that- was a fool. She was shocked that the Kids Next Door could have so much trouble from him. His silhouette suit was absolutely ridiculous; how could anyone in their right mind buy it?

Rachel almost laughed out loud.

"So," said Father, stretching the word into a drawl. "The highly esteemed Numbuh 100, Supreme Leader of the Kids Next Door. It seems my informant was correct about you coming to lecture these little monsters."

Numbuh 100 narrowed his eyes, but his only response was to tighten his grip on the S.P.L.A.N.K.E.R. he was gripping. Rachel felt herself shaking slightly, though her mind scolded her- what was there to be afraid of?

"Now then," said Father. "You"- he pointed at 100- "are going to be coming with me, now. Or else your esteemed subordinates, or maybe one of your precious little cadets, are going to get it."

Numbuh 100's eyes narrowed, but then he saw that the robots had tightened their grip on their weapons. His face suddenly blanched in shock.

"You- you have…" he whispered.

"That's right!" crowed Father. "Real, honest to goodness guns this time. I figured that mere idle threats weren't getting my point across. Now, will you come or not?"

Uncertainty flickered across the Supreme Leader's face. Cree and Maurice had similarly shocked expressions, their hands now trembling. Abigail and Nigel, as well as several other cadets who had been brave enough to gather nearby, looked merely confused.

Rachel, however, understood. Her tiny, childlike face saddened as she realized that Father had stooped as low as to attempt to kill one of them.

"Sir!" yelled a voice, and she turned to see their supervisor- Numbuh 90- sprinting towards them, a furious look on his face. "Don't do it!" he panted, fumbling with his own laser as he tried to prevent them from taking his leader.

Rachel felt concern- she'd grown fond of their teacher, as he'd been good-natured and honest.

Father nodded towards one of his henchbots, and they aimed.

Every kid in the room had their eyes bug out as blood blossomed from the boy's chest. He looked down slowly, surprise registering faintly in his eyes before he collapsed.

At once, the rest of the bots leapt upon Numbuh 100, intent on knocking him out. Rachel felt a scream leave her mouth, but she barely registered it. Instead, she felt as though her eyes had burned yellow with hatred as she turned toward Father, who was staring gleefully at the child he had just murdered.

"You think this is some kind of game?" she shrieked, attempting to throw herself at him. Abigail and Nigel grabbed her arms, preventing herself from attacking. She struggled and kicked, still glaring at Father. "The only people who should take lives are those who do it to protect others!"

Father shrugged, unfazed by her words. Numbuh 9 and Numbuh 11 attempted to get through the robots, but were pressed back, unable to break through and save their leader. Instead of retreating through the hole, Father instead dashed away to one of the side passages, his guard following behind. He left a shocked group of kids in his place.

And Rachel snapped.

All at once, her mind began to move faster. She barely noticed the surprise on her fellow cadets' faces as she kicked them both in the knees, forcing them to drop her as they clutched the pained area. She was running before any of them could stop her, and she couldn't quite hear Numbuh 9 shouting for her to stop at once, and that it was an order.

She just kept running after Father. She wanted to make the bastard pay for what he had done. The only thought in Rachel's mind was of hearing him scream the way she had, back in the meeting hall.

It didn't take her long to catch up- she had guessed that he would be heading for the emergency exit, and she knew the base far better than he. After several shortcuts, she soon found herself crouching behind a barrel of laser ammunition, peering out while Father's robots struggled with the admission hatch.

Rachel once again cursed herself; she had been stupid enough not to come up with a plan beforehand, and now she was paying the price. She didn't have a weapon, and the robots had been able to best brilliant fighters, such as Numbuhs 11 and 9 themselves. Suddenly, she spotted a fire extinguisher on the nearby wall. A plan began to crack through its tiny egg, growing larger as each second went by.

Father, meanwhile, was having technical difficulties. His four 'bots struggled and pulled, the limp body of Numbuh 100 having been tossed unceremoniously on the floor nearby. He groaned, turning away from the humiliating sight, and froze.

The little girl who had yelled at him earlier was in the process of dragging away 100, a look of desperation on her face.

"You!" he shouted, flames leaping out from him at her. Her brown eyes went wide as he unleashed a display of power, taking slow steps toward her, determined to not allow her to get away with this.

"You're going to regret this!" he hissed, the room flickered with red from the flames. Red like the blood of the operative he'd shot.

However, it soon became apparent to him that the girl was a good actress. Suddenly, the look of fear was gone, replaced by a cold smirk as she revealed one of the robots's dropped guns in her fist.

"Gotcha," she said, pointed it at a barrel nearby. The next thing Father knew, he was being thrown backwards as the laser ammunition combusted with the bullet. He could just barely hear the small pitter-patter of light footsteps, and he looked up to see the girl, fire extinguisher in hand.

He gulped.

She sprayed straight at him, before leaping down and spraying all around her, clearing a path through the hungry flames back towards Numbuh 100. She mock-saluted him, and carted the Supreme Leader out of the room, sliding over the ice with ease.

Father didn't have the time to howl with frustration that the little menace had outsmarted him. He had more to worry about- like how he was going to get out, first of all.

Numbuh 100 stood in a private room, the little cadet- Rachel Mckenzie, he recalled- staring at him with a frown on her face. The look in her eyes clearly questioned: what are you going to do with me?

"You committed insubordination, Cadet Mckenzie," he said quietly. The girl didn't even flinch, her brown eyes merely regarding him.

"What are you going to do about it?" she asked. There was bitterness in the voice, but it was clear to him that she still wanted to stay.

"You may continue your training," he said. "And I'll have the infraction erased from your file for now. Be careful- any more, and you may become permanently decommissioned."

"Isn't that being redundant, sir?" she asked, a dark amusement that he wasn't sure he liked to see on her face.

Turning, he made to exit the room, but not before turning back to answer. "Not necessarily."

From that day forward, Rachel Mckenzie died. Even the potential Numbuh 362 died.

Factor was born.

Author's note: Just so you know, this story is exceptionally dark. You'll find out how Factor came to be next chapter. I guess I should mention the anime Code Geass inspired some of the plot elements in this story. I don't own Code Geass.

Now, here's a contemplative question:

The next part of the story takes place when Rachel's twelve. Will she have changed by then? Or will she stay mostly the same? How far do you think she's willing to go, just to prevent an incident like this from ever happening again? Review, and tell me your answers!


	3. 2nd Infraction

Deep within the Kids Next Door moonbase, the usual hustle and bustle of activity was strangely absent. Most of the kids were currently back in their homes, sleeping as soundly as they could- which was not very much. The violence that dominated their fights kept many of them from doing so. Several had been forced to turn to coffee to keep from passing out.

However, not everyone was seeking the relative haven of their beds at that moment. Two operatives strode through the halls, hands clasped behind their backs. Numbuh 362 stared straight ahead of her, not looking at the person on her right. Dressed in the black uniform of an E.L.I.T.E. spy, she had grown from her fragile, childhood form into a lithe, athletic type. At twelve years old, she believed that she was nearing the peak of her fitness.

Beside her strode the most important member of the Kids Next Door, Numbuh 274. After Numbuh 100 had opted to become decommissioned properly- a feat that was respected by many, even Rachel herself- he had stepped up to fulfill the role. Rachel admired his charisma, but wasn't sure how willing he was to commit to real change.

"What do you think of the situation, Numbuh 362?" he asked, his voice crisp and sharp. Rachel responded much the same, and without hesitation.

"He'll try to escape," she said. "I've seen the way he treats others around him- he treasures his fellow operatives far too much. He will be incapable of letting them go. It's a quality that's a sad failing for the E.L.I.T.E. captain."

The Supreme Leader gave a small, dry chuckle. "I heard the implied statement behind those words, 362," he warned, glancing at her out of the corner of his eye.

She didn't even bother looking at him. "You know I am incapable of allowing attachment to interfere with my duties, sir," she replied dubiously.

"True," he admitted. "But really Rachel, sometimes I wonder whether you have any attachment at all. I can tell that you're somewhat close to Numbuh 86, and possibly Numbuh 60, but other than that…"

"Jobs don't get themselves done, Chad," she retorted, purposefully using his name and subsequently dodging the question. "Charisma and loyalty based off of friendship only get us so far. This entire organization is proof of that. It's been nearly five years, and still kids are dying. No one is preventing that." She put emphasis on the 'no one'.

Numbuh 274's eyes narrowed, and he scowled at her. "Careful, Numbuh 362. I can have you punished for insubordination."

Rachel blinked innocently. "Really? Did I say something against _you_, sir? Be careful, now; a false accusation will not be looked upon kindly by other operatives of the Kids Next Door."

Numbuh 274 looked away, his face darkening, and she knew that she had him.

"I am perfectly capable of doing my part in running the E.L.I.T.E. organization myself," she continued. "And we both know that the current captain is… shall we say… indisposed."

Numbuh 274 glanced at her again, caving to her logic- though he was peeved that she had managed to subtly insult him while convincing him. "Very well then… _Captain_ 362," he said. "What do you recommend for preventing the escape of your predecessor?"

Numbuh 362 waved it off, a bored expression crossing her face. "Send Numbuh 86 to hunt him down," she deadpanned. "While you're at it, have Sector V go along with her. I'll have a different mission that will ensure I am there at the time."

"And what is that mission, Numbuh 362?"

She raised one wry eyebrow at him. "There's something that is called a 'need to know basis' that applies to this situation, sir. But don't worry," she added, seeing him continue to stare at her, a disapproving frown on his face. "It's all according to…" she didn't say 'plan', knowing that the word was implied enough.

"May I inquire as to what plan that is, Numbuh 362?"

Rachel knew that their discussion was at an end. She smiled rather coldly at him, saying lightly, "Oh, Chad, sometimes I wonder where you get delusions from." She turned to head down a separate corridor, leading down to the E.L.I.T.E. headquarters, raising both eyebrows. "What plan are you talking about?"

Without waiting for an answer, she promptly left.

Numbuh 274 stared after her, before sighing inwardly. Sometimes he wondered if Rachel being in the KND really benefitted them or not.

* * *

"Happy birthday, Numbuh 206," said Rachel, smiling broadly. It took all of her skill to keep from sneering, but years of practice in hiding what she really thought aided her. The now thirteen year old boy jumped at her voice, his eyes darting from side to side before he forced a smile.

"Thank you, Numbuh 362," he said, seeming oblivious to the partying surrounding him. The elite, having greatly respected him for his services, planned a surprise party for him. "Numbuh 274 tells me you'll be my replacement."

Rachel noticed that he said 'replacement', rather than 'successor'.

"That's correct," she told him, giving him what she thought to be a gratifying smile. "I don't think I could've gotten there without all of your help, sir. You really inspired me to work harder." She paused, carefully considering what to say next. "You inspired all of us, sir. We're going to miss you."

His throat contracted as he swallowed. "I've already informed the rest of the E.L.I.T.E. So… congratulations, Rachel."

She flinched slightly when he called her by her real name. Numbuh 362 felt as though she couldn't really identify with it anymore.

Before she could respond, the door to their headquarters banged open. Predictably, Numbuh 86 marched in, a frown on her face. "All right, boy!" she said, pointing straight at Numbuh 206. "It's time ye headed for the decommissioning chambers; I don't have all day!"

Rachel knew it was time. Numbuh 206 looked more panicked than ever; beads of sweat were running down his neck. She watched his breathing become irregular, and began to count down.

_Ten…nine…_

Fanny was walking over towards him, her squad right behind her. She gestured to the door, offering to escort him down where his head would be cleared of his memories.

_One._

At that exact moment, Numbuh 206 leaped up, revealing a hidden shock staff, which extended upon his pressing the switch. Numbuh 362 backed away subtly, aware that no one was focused on her, and watched passively as the half-crazed operative whacked 86 on the arm with his staff. Fanny went rigid, toppling over onto the ground as Numbuh 206 sprinted out the door.

At once, all E.L.I.T.E. operative's eyes were on her. Rachel, prepared for this, wore her expressionless face. She knew that she was justified in doing nothing; escaped teenagers were the decommissioning squad's priority.

Numbuh 86, having recovered by now, shot out the door, screaming at the top of her lungs for backup into her communicator.

Rachel knew Numbuh 206. She had watched him fight and perform stealth missions countless times.

And she knew that they wouldn't be able to catch him.

* * *

Numbuhs 44 and 44 monitored the security cams, leaning back in their chairs. Utter boredom ruled their position, until one of the twins bopped the other on the head.

"Incoming transmission, dummy!"

He scowled darkly at his twin, before punching the button to put it through.

"…repeat… backup… runaway operative…"

Mark rolled his eyes. "Could you say that a little more clearly, Numbuh 86?"

"Shut up, stupid boy!" she yelled back in her comm. "Numbuh 206 is making a run for it! I need reinforcements, ASA-NOW!"

"Whoa, chill, 86," said Matt. "We've got it covered." He proceeded to put the speaker he held onto full intercom. "Attention all operatives! Numbuh 206 has escaped, and"-

-"action to stop him must be taken, so"-

-"if you see him"-

-"you must detain him immediately"-

-"and bring him to the decommissioning squad"-

-"before he wakes up!"

Mark noticed, on one of the cameras, that Numbuh 10 groaned and muttered, "I really wish they'd stop doing that."

Others were more direct in their criticism, looking directly into the cameras and yelling for them to either speak separately, or not at all.

"Just follow the damn orders!" shouted Mark. He hung up the intercom, turning to his brother and sighing. "I don't understand why they have to complain about the way we talk."

The other Numbuh 44 nodded seriously. "It's just as natural as one person talking. They must be really dumb not to realize that."

* * *

"What's going on now, sir?" asked one of her fellow operatives, tilting her head to the side. Numbuh 362 pretended to read the report as though she were interested, but found nothing new: Numbuh 206 had clearly left the Moonbase, even though no one even spotted him on his way out. She looked up, faking being startled by the question.

"Hmm?" she said. "Oh, I've just gotten a request from the Supreme Leader. I have a top secret mission to complete." Rachel stood abruptly. "I leave now."

No one challenged her as she strode from the room- which was as it should be.

* * *

Today was just not Father's day.

To begin with, his Delightful Children had almost refused to do their chores. He'd had to go on overdrive with his anger just to cower them. Then, several of his Combat Robots had malfunctioned, practically destroying half of the mansion. And now, he was receiving a strange phone call from someone he'd never heard before.

The conversation had begun something like this.

"Good evening." The voice was unnatural, that much he could tell. It was distorted, twisted, and he had a feeling that a voice changer was being used. "Thank you for going out of your way just to answer a phone call from a complete stranger."

"What do you want?" snarled Father; he was not in a good mood, to say the least.

"What do I want?" repeated the voice, though in an almost taunting fashion. "Well, I want a lot of things, but that's not important. What is of importance is what you want. I believe that you are currently engaged in a conflict with the organization calling itself the Kids Next Door?"

Father's eyes narrowed. "And what would you know about that?"

"That's not the point. The point is, you don't know how much I know- and I know that there's certain information you can't have anyone get into the wrong people's hands."

Father felt the blood drain in his face. This person had said something incredibly close to unnerving him- and what was worse, they knew it too.

They continued, deciding not to wait for an answer. "Well, I'll be meeting you in a couple of seconds anyway."

"What're you"- but a shuffling noise behind him silenced him. He nearly screamed like a little girl when the cold, distorted voice spoke up behind him, for real.

"I'm willing to help you," they said. He spun around, but all he could see was a rather short being. They wore a tight fitting, unidentifiable black jacket and matching combat pants, but a deep red cloak was fastened over it. The part he really didn't like was the mask covering the face. While there were eyeholes, no eyes were visible, and apart from that, no other holes in the mask gave anything away. Their hair was concealed by a hood drawn over the head.

"Anything you've said so far has made me not all that inclined to accept any assistance," he retorted, though he couldn't but feel slightly shaken by this short person. They had a bearing which suggested total and complete confidence.

"Then perhaps this will," they deadpanned. "The following is information that I know you don't want to get into the wrong hands.

"You are the biological uncle of Nigel Uno, also known as Numbuh 1 of the Kids Next Door. Your brother is Numbuh 0, the very founder of the Kids Next Door. You have acted several times against the KND in your own interest, ruining the plans of many of your adult allies in order to achieve your own ends. You also plan daily to do something that would somehow involve harming Francine Fulbright- a.k.a. Numbuh 86 of the Kids Next Door, who also happens to be Mr. Boss's daughter."

By the time the accursed figure finished speaking, Father's hands were shaking. One person had the power to shatter everything he had worked for, and he could tell that they would not hesitate to do exactly that. He raised his hands in defeat.

"All right," he muttered. "You can help me." He shot a glare at the benefactor, clearly able to picture the smug look of success on their face. He wished he knew who's face it was, but he knew that this person was someone who could easily tell the value of information.

He wasn't surprised when this stranger didn't thank him. "Well," they began, "There's something you should know about today…"

* * *

In a small park, five stoic figures stood at attention. If someone was simply driving by, they'd have found it an odd sight; five normal looking kids, completely rigid and in an arrowhead formation. A slight breeze ruffled their clothes, which were distinctly casual. The one in the center wore sunglasses.

But soon, the light breeze became more than a light breeze, then a strong wind, causing waves to appear in the grass. A strange ship set down, a small flight of steps protruding. Down them came a girl with wavy red hair.

Numbuh One sighed inwardly as the Head of Decommissioning screeched for them to come to attention, her glare hitting each of them with the force of a hammer.

"Now then," she said, beginning to pace about in front of them. "You maggots have been selected to come with me on a special mission: to recapture the escaped Numbuh 206."

"Numbuh 206?" The question came from Numbuh 2, who looked slightly puzzled. "You mean the captain of the E.L.I.T.E., right?"

"Did I say ye could ask questions, boy?" she yelled, straight in his face. Numbuh 2 visibly gulped, leaning as far away as he could without looking insulting.

"Actually," came the cool, reasonable voice of Numbuh 5, "Numbuh 5 was wondering the same thing."

Numbuh 86 dusted herself off, suddenly looking sheepish. "Er, right," she said, giving a shaky little laugh. "He was indeed." She looked from face to face, suddenly becoming more like herself again. "But that's not the point! The point is that we've found him hiding out in Father's mansion, so that's where we're going to go."

Numbuh 1 held back the urge to yell how absolutely insane that was, but decided against it. Rather, he had something else to say.

"If 206 is no longer the captain," he said, "then who is?"

"Isn't it obvious?" snorted Numbuh 86. "Numbuh 362 is."

* * *

Of course, she had to insist that only the girls find some way in, retrieve the escaped operative, and get out again- which basically consisted of the entire mission. Numbuh 1 was not pleased with waiting, but to disobey the Head of Decommissioning would mean severe consequences. Unfortunately, she knew this all too well. Her smirk as she doled out the instructions said that much.

He debated on himself what was the right thing to do. Should he jeopardize his very position- his place in the Kids Next Door, his own memory- in order to prevent the mission from failing? He found himself thinking the other extreme: what if Father had found Numbuhs 86, 3, and 5; knowing the violent turn that the war with adults had taken, what would he do to them?

Numbuh 1 rolled the shock staff in his hands, uneasiness going through him. In truth, he felt incredibly guilty; Sector V had been together for the longest time. They were legends throughout the organization, but at the same time he knew that many operatives looked on them bitterly, and he knew why.

They, at least, were all alive.

In that moment, he made his decision. Numbuh 4 and Numbuh 2 were in the midst of arguing over whether or not Rainbow Monkey romantic comedies were really any good; they wouldn't miss him for a while.

Senses on high alert, he dashed for the nearest vent.

* * *

Abigail Lincoln followed behind Numbuh 86, but she was aware that Francine Fulbright had no idea what was going on. Numbuh 3 acted oblivious, humming quietly to herself in the middle, while Numbuh 5 brought up the rear. Both she and Numbuh 86 were jumpy, knowing that they were deep in enemy territory. The thought was not a comforting one.

She thought she heard something behind her, but turned to see nothing. Shaking her head, Abby mentally berated herself for believing anything was there. In doing so, she nearly crashed into Numbuh 3.

"What's going on?" she hissed, but the Japanese girl was busy examining a dust bunny on her sweater, absorbed in the task. Numbuh 5 sighed, before passing Kuki and making her way to where Numbuh 86 stood frozen in a doorway.

"Numbuh 86, come on," she muttered. "We've gotta keep moving. Do you want to?"-

She stopped.

Inside the room, many strange objects lined the walls. At first Abby was quizzical, wondering why such junk would make Numbuh 86 so morbid, but then she spotted a familiar looking wristwatch.

She recognized it immediately as belonging to the deceased Numbuh 35.

Slowly, Abby pushed past Numbuh 86, noticing more objects which had been the signature accessories of many operatives, killed in their mission for peace for kids. She felt her hatred of Father grow as she laid eyes on each one, seeing how extensive his collection truly was. Disgust built up, as well as sorrow that threatened to overwhelm her. Her eyes didn't tear up, though; she was well past that point in time.

Turning around, she saw that the Head of Decommissioning's mouth was open. Wincing, she knew there was nothing that could stop what came next.

Fanny's scream was like a million banshees dying at once.

* * *

The scream was unexpected; it made him jump. He cast a glance behind him, wondering what was going on. However, Numbuh 206 forced himself to keep moving, knowing the Father would be alerted by the scream. He couldn't afford to get caught, tortured, and likely turned to the side of the Teenz.

Sneaking through the halls was easy enough, and he soon found himself crouching behind several potted cactuses inside Father's main office. Half of it was destroyed, rubble littering the place, but the other half was intact.

His eyes widened when Father himself entered, followed by four people he was not expecting- Numbuhs 86, 3, 5, and 1, in the grip of Combat Robots. His frown increased further by Fanny's behavior; she was kicking wildly and struggling like there was no tomorrow. Numbuh 3 looked ready to burst into tears, and Numbuhs 5 and 1 were giving Father their most loathing glare.

"Kids, kids, kids," he sighed, turning around and standing in front of his desk. "What am I going to do with you?"

"Numbuh 5 would think that was obvious," she growled. "Kill us, and then take some of our belongings and hang them in your _trophy room_."

"Oh, you saw that?" said Father, sounding pleased. "That's good! I'm rather proud of my collection, but I haven't had anyone to share it with."

"YOU BASTARD!" screamed Fanny; she had given up struggling, but was still shaking, green eyes wide with shock. "You.. and … _dead_… and how could anyone be so… _wrong?_"

Father ignored her question. Numbuh 206 felt his fists clench.

"Well," said the man. "A little bird told me that you lot were after a certain fugitive, were you not?"

Numbuh 1 went rigid. "How would you know about that?"

"Easy," replied Father casually. "He's over there." And with that, he pointed straight at Numbuh 206's hiding place. Five more combat droids rushed in and surrounded him, and Numbuh 206 mentally cursed. He felt himself tense, before leaping into action.

The first droid pointed a stun gun at him, firing several shots. He just barely dodged, before pushing himself off the ground and sending the gun out of its hands with a flying kick. Instinctively, he flattened himself as more shots rang out; two more robots fell, hit with their own ammo. The last two had their fists swinging wildly, racing forward erratically. He grabbed his shock staff, stabbing one in the abdomen and whacking the other's head so hard, it flew off.

His rage fueled him, and he bared his teeth in a snarl before sprinting away.

He heard Father bellow for the robots to follow him.

* * *

Numbuh 2 lounged, but worry was beginning to grow in his stomach. By now, the sun was beginning to set, and darkness crept over the horizon. The others had been gone for awhile, and Numbuh 1 had gone in after them as well. What on earth was taking them so long?

"Numbuh 2!" came the unmistakable voice of his commander, and he jumped up, relief spreading through him. He raised both eyebrows at the sight of Numbuh 3 running towards them, with Numbuhs 1 and 5 supporting Numbuh 86 between them. She didn't seem to be unconscious, but she wasn't capable of moving either.

"We have to get to the KND Convention Center ASA-NOW!" shouted the leader of Sector V. "Numbuh 206 is heading there as we speak, and we have to catch him!"

"Yes, sir!" With those words, Numbuh 2 hopped into the cockpit, eager that Numbuh 1 wanted a fast ride.

Well, that was fine; he lived for them, after all.

* * *

Numbuh 5 hefted her own shock staff, running behind the others as they made their way through the convention center. They were on Numbuh 206's trail by now, and she had to admit that there was no way he could possibly escape. Their chase led them to the giant stadium, where Numbuh 206 stood on the stage, hundreds of stun guns pointing straight at him. His eyes darted back and forth, like those of a caged animal.

"Let me through!" yelled Numbuh 86, by now having recovered from her immense shock back at the mansion. Her smirk returned to her features as she came to a stop in front of Numbuh 206. "You're scheduled for immediate decommissioning, remember _boy_?" She leveled her stun gun at him.

A metallic, distorted voice rang throughout the stadium. "I really wouldn't."

The light suddenly focused on a single figure, high up in the stands. Abby thought she felt herself shiver slightly; she'd never seen the ominous figure before, but whoever they were, they seemed very familiar.

In their hand was a legitimate shotgun, aimed straight at Numbuh 206's head. Numbuh 5 got the feeling that if this person fired, at this moment, they wouldn't miss. Evidently, Fanny felt the same; she hesitated.

They slowly descended the steps, taking their time. "Numbuh 86," they said. "Head of Decommissioning in the Kids Next Door, also known as Francine Fulbright. If you're wise, you'll transfer custody of the fugitive to me immediately." Numbuh 5 greatly disliked how, despite the fact that there were eyeholes, no eyes were visible.

"And why would I do that?" snarled Numbuh 86, but Numbuh 5 heard the waver in her voice. So, apparently, did the mysterious assailant.

"If you don't, I'll kill him," they intoned clearly. "Would you want that on your conscience, Francine? Do you want the blood of yet another operative on your hands? I know exactly how many escaped teenagers you've been forced to kill in your job: 12, isn't it. This time, he'll be able to live."

Numbuh 5 felt her jaw hit the ground. Many other operatives nearby had the same expression. The blood visibly drained from Numbuh 86, and for once she was rendered speechless. No one made a move to stop the stranger, parting as they made their way toward the stage.

"No, you don't want to fail again, do you?" they said. Even though their voice had grown quieter, it seemed louder to most of them. All eyes were on the figure as they ascended the steps to the stage, moving in an almost leisurely fashion. The gun didn't move from its target once. Numbuh 206, realizing that he had little choice, slowly turned to stand in front of the person.

They still didn't move the gun. "Listen, Kids Next Door!" they said, their voice suddenly booming. "Hear what I say! I am Factor, the one you must always account for in every one of your endeavors. I am not taking any particular side in this fight, but if your actions contradict what I want, I will not hesitate to destroy you. In this world, violence is a necessity."

That was when Numbuh 206's nerve failed him. He made to leap off the stage, but a single shot was fired. Screams erupted from the operatives as his corpse tumbled off the platform, landing atop several horrified kids. The wood was splattered with blood, and Factor brought his gun to point straight at Numbuh 86.

"Tell me," he roared, and Numbuh 5 felt a strange feeling stir inside her. "Is this was the Kids Next Door has been reduced to? Cowering operatives who don't have the nerve to sacrifice _whatever they must_ in order to complete their mission? If that is so," he said, sounding ominous. "If that is so… then they are doomed."

He exited, pushing through the crowd easily. No one made a move to stop him. Abby was almost unable to identify the strange feeling, and realized that it was one beyond hatred.

It was the absolute conviction that Factor- whoever he was- had to be stopped.

* * *

"Hey, boss!" called one of the agents, turning around and grinning at her. "How'd the mission go?"

"Smoothly," replied Rachel, noticing that the television was on. Footage of Factor and his murder of the former Numbuh 206 played on the screen, and her stomach suddenly heaved. She ran for the bathroom, hoping that no one would notice.

She allowed her entire day's meals to come up, before washing her hands and staring at them.

_You've killed before,_ she thought. _This time it was necessary. It was necessary…_

Then why was her gut telling her no?

Glancing around to ensure that she was alone, she pulled out the mask of Factor. This was the right thing to do, she was sure of it. For its own sake, the Kids Next Door had to become stronger.

And with that knowledge came the fact that many more would die before she achieved her goal.

* * *

Author's note: Wow. My heart was beating really fast just writing that. Rachel herself has taken on a task that most would deem impossible, but then again, this is Numbuh 362 we're talking about. In this chapter, two very important characters made decisions that will change the course of the Kids Next Door.

The next chapter will be based upon Operation: E.N.D., but it will have Factor involved, of course. It will also reveal something of Rachel's family history in this alternate universe, which could give some explanation to why she is the way she is.

Here's a little something to think about:

KND code: "Honor is something that the Kids Next Door will always seek to uphold. If an operative does not perform honorably, they should not be in the KND."

Rachel's interpretation: "If you believe in honor, then you're a fool. You'll likely die in a month or so. Honor might make you feel better about yourself, but in reality, it's just a waste of time."


	4. 3rd Infraction

Once upon a time, Rachel McKenzie had a little brother named Harvey McKenzie. But she also had a big sister named Naomi McKenzie.

But that was a long time ago.

"Naomi!" came a shrill wail from the front of the small house. The brown haired girl turned and gave a bright smile to the tiny blond running towards her, a furious frown on her face. She slammed into Naomi, clinging to her leg like an insect.

"Please, don't go to school!" she cried, tears falling down her cheeks. "I want you to play with me!"

"I'll be able to play with you later, Rachel," assured the girl. "In the meantime, why don't you play with Harvey?"

Rachel stamped her foot, pouting. "But I don't wanna play with Harvey," she mumbled. "He's really small and Mommy says that I can't play Sorry with him, 'cause he won't understand."

Naomi sighed, doing her best to look stern and prevent a smile from appearing on her face. "Rachel," she said, kneeling down and grasping her younger sister's shoulders, "You need to know this. You understand how much I played with you and cared for you when you were born?"

The blond nodded, bobbing her head slowly.

"Well, it's your responsibility to care for Harvey the same way. I know that you think it isn't important right now, but it will be eventually. Promise me you'll help him the way I've helped you?"

Young Rachel was very much moved by her sister's speech. Eagerly, she nodded her head. "Of course, Naomi!" She ran back inside, calling out her brother's name. Naomi smiled to herself; she knew that Rachel would make a wonderful older sister. She turned, preparing to head across the street to her friend's house; they were carpooling the school.

"Hey!" She spun around once more to see Rachel give a final wave, grinning. She waved back, taking a step into the street.

Rachel didn't get it at first. So what if the car was going too fast, she later told her mother. Naomi was too strong for it...

Wasn't she?

* * *

Harvey stared at the sheet of paper in front of him. Thanks to his math teacher's horrible skills, he was clueless as to what exactly lay on the page. Something about variables… and subtracting… gah, who knew?

The door clicked shut quietly downstairs, but it surprised Harvey just as much as a slam would have. Getting up, he thumped down the stairs in order to greet the newcomer.

"Hi Rachel," he said, giving her an odd look. His sister looked tired, but she'd only been at the moon base for a few hours. Usually it took more to exhaust her. "I thought you said you'd be staying late."

She shrugged, rubbing the sleep out of her brown eyes and brushing her blond bangs away from her face. "I had a conversation with Numbuh 274. He said I could leave early." Harvey frowned; with his sister, there was always more to the story, but he knew that she never elaborated. However, he was willing to be content with what she gave him.

Before she could walk any further, he ran up to her and hugged her. "I'm glad you're home, sis." He hurried back upstairs, stomach suddenly remembering the pile of math homework awaiting him.

Rachel stood there for a few moments before smiling softly. "Me too," she murmured.

* * *

"I say, Nigel old bean, do you think your mother has finished cooking supper yet?"

Numbuh 1 groaned, giving his dad an exasperated look. "Dad, it's only three forty. Of course she hasn't finished dinner yet." He could care less about dinner; he should be at his tree house, on standby for any missions that might come up. For some reason, the Supreme Leader himself had called and insisted that he take a day off from the Kids Next Door, which was unusual, to say the least.

He tapped the fishing pole pointedly, not even bothering to check whether or not he had a bite. His dad chattered on, enthusiastic as ever. He sighed, tuning out easily on his dad's speech, boredom and edginess creeping in. Numbuh 1 was practically itching to be back out in the fight, perhaps leading an attack on Father's mansion, or defending tree houses from various villains…

Preventing deaths.

It was his job, his routine, his life. It felt unnatural not to be doing it. Almost as if it had been genetics… no, he shook his head, glancing at his father. That would have been impossible.

Suddenly, the birds' twittering quieted. He frowned slightly at this; in a beautiful scene such as the one before him- a lake, a nearby forest, and a large rocky outcropping- nature shouldn't stop for anything here.

Something was wrong.

He glanced about warily, stiffening slightly in preparation for throwing himself into the water, should the need for such action arise. Most other people might call him paranoid, but he had learned to trust his instincts. It often meant the difference between life and death out in the field.

His suspicions were confirmed when an enormous structure erupted out of the water. He recognized it as one of the decommissioning squad's exclusive transports, noticing that the infamous Numbuh 86 stood there, stoic and proud. His eyes widened at the megaphone in her hands.

What was going on here?

"Numbuh 1," she roared, and he had to resist the urge to cover his ears. "You are scheduled for immediate decommissioning!" An unbearable smirk flickered on her features for a moment.

He noticed that she didn't say, 'Don't try to run'. He knew the reason. He'd do exactly what she wanted him to do- get away as fast as he could.

Leaping over the seat of the boat, he jammed the engine switch into the on position, feeling the pull as the boat raced away, not fast enough in his opinion. Behind him, he could hear the roaring as the decommissioning squad raced after him, determined to detain him.

Numbuh 1 didn't understand; why was he being decommissioned? He wasn't thirteen yet; there was no reason for him to be. As far as he knew, he hadn't committed a transgression. Beside him, his father yelped as he lost his fishing pole, before glancing back at the pursuing vehicle and remarking, "I didn't know they had house boats around here."

"They don't, Dad!" yelled Nigel, both relieved and full of dread to see the shore approaching. He sprung off the boat as soon as it hit the shore, sprinting as fast as he could through the trees. Whipping out a small tool he kept with him at all times, he aimed it at the flying house.

It was one of the old Kids Next Door tools, which were no longer utilized; since Father had upgraded to using real, adult weapons, they had had no choice but to do the same, but Numbuh 1 believed that certain tools could still be useful, depending on the situation. He dove into a clump of nearby under growth, hoping to hide out while he put his plan into action.

He dug in his pocket for a piece of gum, the engines still audible overhead. His dad would be fine; they wouldn't be interested in chasing him anyway. Chewing as quickly as he could, he spat the wad into the small, makeshift gun. Nigel peered out, noticing that the ship hovered just overhead, and could make out Numbuh 86 shouting orders from on top.

Taking careful aim, he gritted his teeth and fired the gum wad at the engine…

…and missed.

Numbuh 1 swore, taking off again. They would spot him now, as the gunshot would've attracted their attention. He needed to get back to his hometown, where he could possibly have access to more technology that would be able to assist him.

"Set for stun, you idiots! Not for the kill!" Numbuh 86's shriek sounded almost hysterical, and he increased his pace. In this case, he thought he'd rather be killed.

Then something odd happened. He heard Fanny shriek something along the lines of, "WHAT? Who ordered you to"-

And then the ship exploded. He dove beneath a rocky outcropping, hoping to avoid raining debris from the wreck. Numbuh 1 watched as several operatives managed to land, unscathed, Numbuh 86 among them. He realized, thankfully, that they had no clue where he was.

"Is everyone all right?" she asked, sounding almost shaky. Heads nodded everywhere, but most of them looked too shell-shocked to speak. Fanny's expression changed from one of worry to one of fury, as she demanded to know who had given such an order.

Nigel wondered what order she could be talking about.

"Right," she said. "Most likely he's heading back to his neighborhood, about to seek help from his teammates. We need to get there and cut him off, like we always do. Well, let's get moving, ye slack-jawed idiots!"

Numbuh 1 held his breath while they wandered away, moving fast through the trees. He hesitantly made his way out of the hiding place, glancing around as the birds began to twitter once again, filling the forest with more normal noises.

"Well now, it would seem that you're in a tight spot, aren't you?"

Striding calmly out from behind one of the trees was the last person he wanted to see.

If only he could actually see who they were.

"I'm impressed, actually," said Factor, his hands clasped behind his back. "Not many manage to escape the squad- in fact, as far as I know, none have ever escaped. I really must commend you on your skills at evasion."

He could hear the tone of mockery in his voice and glared at him. If Factor noticed, he didn't give any sign. Instead, he merely turned away, staring off back in the direction of the lake. Numbuh 1 knew that Factor didn't really think much of his desperate attempt at getting away.

"You're the one who caused their ship to crash, aren't you?" he asked, not surprised in the least. Factor, in the several times he'd popped since his first appearance, had a knack of masterminding every event that occurred. And now, here he was again, at a time when Numbuh 1 was being chased by the Decommissioning Squad for no apparent reason.

"What on earth makes you think that?" replied Factor evasively. He began to pace around, silent for a moment, but spoke just as Numbuh 1 opened his mouth. "They're chasing you because they believe that you're thirteen."

For once, Nigel spluttered. "B-but that's impossible!" he exclaimed. "Numbuh 86 and I went to kindergarten together. She knows how old I am!"

Factor fixed him with what he thought was probably a withering look. "Do you really think that that matters to her? She's the Head of Decommissioning for a reason, you know." He let out a dark chuckle, the metallic voice giving it even more effect. "She kills to stop teenage operatives, remember?"

Nigel felt hatred swell up for the person standing before him. Factor's statement at the Convention Center had brought nothing but misery upon Numbuh 86, as many operatives had criticized her upon finding that out.

"You may call me a hypocrite," said Factor, "But secrets will not help the Kids Next Door to survive."

"What do you want?" Numbuh 1 finally asked, glowering at his enemy. This monster had stated that he was strengthening the Kids Next Door, but his actions said anything but. All he had done so far was ally with Father on numerous missions, although sometimes events took a turn that mysteriously benefitted the Kids Next Door; however, that didn't outweigh the grief he had given them.

"It's my belief that you're in a tight spot," said Factor, sounding almost bored- liked he'd rehearsed this story before. "What I'm saying is that you're outnumbered; for all you know, your entire team could be against you. Numbuh 86's presence near your home has all but cut you off from any help. In other words, you have no choice but to accept my assistance."

His instant response was to deny that, but he hesitated. He was sure that Factor would use him for his own ends if they joined forces, but at the same time he couldn't see any other option. He wondered if wounding his pride was really worth losing his memories.

"Fine," he said aloud. "But this is the only time."

Factor clapped his hands together. "Excellent!" he said, and immediately turned and began to walk away. Numbuh 1 took this as a sign to follow him, and, muttering to himself jogged up to walk beside him. They made an odd pair, but he couldn't see any other way.

* * *

"All mission stats have been reported in," said Numbuh 5, staring up at the screen. Her dark hair was pulled into its usual braid, and she stood straight, thought not at attention. "So far, Factor has interfered with at least six operations. As far as I know, he's not about to stop now."

"Acknowledged, Numbuh 5," replied the Supreme Leader.

Abby hesitated. "Sir… if I may make a suggestion…"

His blue eyes softened. "Numbuh 5, you're one of my best operatives, and you know I'm open to all suggestions. What is it?"

"I'm requesting that you put me on the case for finding Factor."

His surprise was enough to make his eyebrows shoot up. A small frown appeared on his face, and he said, "I see." There was a pause. "Tell me, what makes you think you're qualified for a mission of such caliber?"

"Sir, I have documentation that proves I completed over 100 special service missions- whether it was with my team or a solo assigned before I joined Sector V."

He tapped his chin thoughtfully. "That may be, but Factor isn't just another one of our enemies. He's a brilliant strategist with a mind none of us could possibly fathom. Very few people in this world exist with that kind of mental caliber."

Numbuh 5 decided to push her luck, just a little. "With all due respect, sir, I believe that those currently assigned to the job aren't suitable for it."

"And why do you say that?"

"They don't have the experience," she said quietly. "Just training. Believe me, Numbuh 274, Numbuh 5 knows that Factor isn't like any other nemesis we've ever had. She also knows that you know something about Factor that no one else does."

Chad stiffened, before the transmission abruptly cut off. Abigail Lincoln sighed.

She'd found out what she wanted to know.

Numbuh 5 turned away from the screen, walking back slowly out of the communications center of their tree house. Her teammates, as far as she knew, were in their respective rooms, doing whatever it was that made them happy when they were bored. She yawned, smirking a little when she remembered that Numbuh 1 was out fishing with his dad. She could just picture him, shifting about impatiently, eager to leave and come back to the tree house.

She turned down a corridor, frowning to herself. She didn't know what was going on with Numbuh 274 and Factor, but her suspicions were many. For all she knew, Numbuh 274 could be Factor himself, although she didn't really believe that Chad was capable of such actions.

A shudder echoed through the structure, giving her pause. Numbuh 5 would normally dismiss that as something going wrong with one of Numbuh 2's inventions, but this time she wasn't so sure. The last time she'd seen Numbuh 2, he'd been busy watching TV, his eyes practically glued to the screen as his favorite show came on. She knew that no contraption could drive him away from his beloved television set- which meant that something else was the cause.

She pressed a button on her wrist communicator. "Report. Anyone know what's going on?"

The only thing that greeted her on the other end was silence. Now Abby was unnerved; some of her teammates might be lazy enough not to answer, but normally at least one of them would respond. She swallowed, feeling slightly nervous.

The lockdown doors slammed down, and a voice she had not expected (and did not welcome) to hear rang throughout the tree house. "This is Numbuh 86 of the Kids Next Door. All members of Sector V are to be immediately decommissioned.

"Well, Numbuh 5's thinking that you'd better guess again, Fanny," muttered Abby, searching through the hall for a way out. She had committed no transgression, and she definitely wasn't thirteen. She wasn't about to come quietly.

It seemed useless. The entire length of the corridor was nothing but a few lights and solid wood. Her pocketknife wouldn't do much against this…

…Well, in that case, she'd just have to wait until the squad came to get her. It wasn't much to go by, but it was her only option at that time.

* * *

The Teen Ninjas' headquarters weren't all that decorative, Cree noted with distaste. If it had been up to her, she would've ordered an instant makeover of the place. However, decisions of maintenance went straight to… she hadn't even bothered to remember his name. Bob, was it?

She shook herself, reminding herself that that wasn't important. The former Numbuh 11 knew that she should be honored to be here, as she had been summoned to one of the top secret meetings that few in the Teenz were even aware of.

She ignored the giggling of other female teen members behind her. In reality, the clichéd view of teenagers these days disgusted her. Cree would certainly never stoop so low as to constantly gossip about other people behind their backs. She knew that she was looked down upon for it- people thought she might be a freak, never having grown up from being a kid. In her anger at this, she proved them wrong again and again on several missions.

The Kids Next Door had no idea that decommissioning benefitted both sides.

The door to the meeting room loomed before her, almost ominous in its solid metal stature. She strode toward it without hesitation, allowing the automatic sensors to scan her and confirm her. The door slid open, squeaking slightly.

The others present took no notice of her, not even bothering to turn and acknowledge her. Cree did likewise, choosing to completely ignore them and continue walking until she reached her seat. Her Battle Ready Armor was slightly uncomfortable, but she didn't really have a choice for wearing it; it was standard among teens. The others were sitting in relaxed positions, more than half of them with their feet up on the table.

The Steve glanced at her noncommittally, before speaking in a tone that grated against her ears. "Like, dudette Cree, you're assigned with sending those brats' base into, like, the SUN yo."

Cree didn't react, except to say, coldly, "Is that all?"

The offhand, dismissive tone with which she said this made nearly every council member swing about their heads to stare at her. She ignored them all, her gaze fixed on the Steve, waiting to see what her obvious disdain for what would seem to be an impossible mission would provoke.

Finally, after several minutes, he shrugged. "Like, whatever. Uh, you're, like, dismissed?"

Cree couldn't have been happier to leave.

* * *

Numbuh 5 tensed, awaiting the arrival of the squad. She might have been poised, aiming to take down her enemies in some kind of incredible blitz, but she didn't feel that way. She felt like she would vomit all over them when they walked in. Such was the extent of her nerves- the mere fact that the day she lost her memories had increased her pulse by a hundred, at least.

She knew that this shouldn't be happening. She knew that it wasn't her time, and that Numbuh 274 was acting suspicious. Abby frowned to herself, the pounding on the door matching the tapping of her foot. Chad knew something about Factor, and was most likely connected to the strange goings-on with the decommissioning squad.

After waiting for an eternity, the door finally crashed open, and she jumped, knowing that they wouldn't expect resistance. That was the flaw of the decommissioning squad; they always expected (or hoped) that operatives would just give up and stand down. Upon landing, Numbuh 5 lifted up a trash can to cover her, wincing as she felt several stun bolts hit it. She ran forward, shoving it into the nearest operative, before delivering a roundhouse kick to the other operatives around her.

She ran blindly, swerving to avoid any more shots. She got a brief glimpse of Numbuh 86's surprised face as she raced by, now in the more open common room. Numbuh 5 hurried to the passageway that she knew would lead to Hoagie's room, hoping against hope that there was a transport of some kind left. Her fingers crossed, as she prayed.

Behind her, shouts indicated that Numbuh 86 was persuading her subordinates to follow, but she knew that looking back would be her largest mistake. Despite her labored breathing, Abby kept up the pace, diving at last through the door and slamming the button to shut it. Quickly, she stabbed her shock staff into the control panel.

Numbuh 5 turned, eyes searching wildly for some kind of escape- and found none. Despair reached her, nearly making her fall to her knees, but some source of inner strength kept her on her feet. She turned back toward the door, aware that her only weapon now was her own stun gun. She could get out one shot, possibly, but that would most likely be it.

Slowly, she backed away until she was pressed up against the wall behind her, gun aimed at the door. This time they didn't even bother with pounding on it- an explosion rent it apart like it was merely a flimsy sheet of paper.

She fired one shot, managing to knock out the first operative that stepped into the room. However, there was a reason that Fanny was the Head of Decommissioning.

And she didn't miss.

The last thing Numbuh 5 saw before blackness closed over her eyes was that there was a transport in the hangar- she'd just missed it in her panicked search.

Irony is cruel.

* * *

"No. Absolutely not."

Factor stared at him passively- or at least, he was pretty sure that he was staring at him- and sighed like an adult being patient with a five-year-old. "Please, Numbuh 1. Did you really think that everything I've done, I've done on my own?"

Nigel snorted; he knew that Factor was being truthful, but… "I'm willing to bet you've never had to get his help before."

"True," admitted the masked person. "But if I'm right, he's the only one who can help us at the moment. All other options are limited, and far more risky."

Turning away again, he knocked on the door. There was a crash from inside, and a goggled face peeped out from the crack in the door. "GAH!" shrieked the boy, slamming the door shut for a moment, before squeezing it open a sliver again.

"Good afternoon, Tommy," said Factor pleasantly, sounding almost like a business man with a proposal. "My name is"-

"Factor!" cried Tommy, throwing the door open wide, his eyes doing the same. "My big brother told me all about you, and all the horrible things you did, but I think it's so cool!"

Numbuh 1 was taken aback by the boy's enthusiasm, but Factor didn't seem all that surprised. "Glad you've heard of me. You see, circumstances have forced Numbuh 1 and me to join forces for the time being, and I'd like you to help us to. I've heard that your piloting skills are developing quite well."

Tommy actually blushed, before grinning and bouncing up and down with excitement. "I can help, sure!" he cried. Suddenly, he froze, a frown forming on his face. "But I want something in return."

"Oh, come on, Tommy," protested Numbuh 1, "You can't just"-

"Name it," said Factor without hesitation.

"I-wanna-be-part-of-the-Kids-Next-Door!" he yelled, the words coming out in a hyper rush. He stared imploringly at Numbuh 1. "Or I won't help."

"You can't just expect us to"-

"Done," was Factor's almost bored reply. Numbuh 1 shot him a glare, before sighing and rolling his eyes.

"Fine, we'll let you join," he said, stretching out the words to let Factor know he was annoyed by him making all the decisions.

"Awesome!" said Tommy, punching his fist in the air. "I wanna be Numbuh T!"

"T isn't a number!" cried Numbuh 1, by now extremely irritated.

"Oh quit whining, baldy," said Factor, still using his bored tone. Nigel blinked several times, the shock of having such a nickname administered to him silencing him for a few moments.

"I'm guessing you've built some ships of your own by now?" asked Factor, once again becoming polite and concise- almost flattering.

Tommy shuffled his feet from side to side, looking embarrassed once again. "Well, I only have one," he admitted. He brightened almost instantly. "But it works! I swear it does! I'll go prep it now."

He raced away, practically bouncing off the walls in excitement.

Numbuh 1 sighed. "Explain again why we couldn't just find my team."

"I believe my reason for that should be appearing in a few seconds… ah, there it is."

Nigel whirled around in time to see a ship being launched from his nearby tree house, his operatives just visible, trapped inside. All appeared to be banging on the windows, anger mixed with fear clear on their faces. Numbuh 1 felt himself pale; if he'd gone to the tree house, he would've most likely been caught as well.

"You see?" said Factor, and Nigel really wished he could just strangle those vocal cords, just to stop him from sounding so bored. "If we'd gone, the decommissioning squad would've caught us as well."

"I don't know if that's such a bad thing, in your case," retorted Numbuh 1.

"My feelings are hurt," mocked Factor. Just then, Tommy came stumbling back out of his house.

"It's ready!" he crowed, grinning at the two of them. "So, where're we going?"

"Moon base," said Numbuh 1 and Factor in unison. Nigel shot another annoyed look at his nemesis-turned-ally.

"Wooow," whispered Tommy, his smile widening even more than seemed possible. "I'm gonna see the Kids Next Door Moon Base! My big brother says it's the most amazing thing in the world. He says he gets to fly up their almost every day. One day, I'm gonna do the same thing!"

"Your inspiration comes from your older brother," said Factor. Was that a _fond_ tone that he was using? Numbuh 1 didn't understand how Factor couldn't become aggravated by the boy.

"Yep!" replied Tommy. "Follow me, passengers!"

* * *

Tommy's ship wasn't much, Rachel mused, but it would have to do. She knew enough about mechanics and piloting to know that it would fly, at least. Whether it would get them to their destination was another matter.

But she never went along with a plan unless she used the people in them for a double motive. She was going to have to get Tommy to reveal a certain fact to Numbuh 1.

They clambered inside the aircraft, with Rachel being thankful that there were two passenger seats- even if they were just small armchairs. The Kids Next Door referred to Factor as a he, but she still would've been uncomfortable if she'd had to share a seat with Numbuh 1.

The ship managed to make its ascent, and Rachel felt now was the time to press Tommy for answers.

"You really admire your brother, Hoagie Gilligan, don't you?"

"Sure do," said Tommy. "Even if he gets invited to some stupid birthday party that I don't!"

"Oh?" asked Rachel. She had gained most of Tommy's trust; now it was time to see if it would hold. "What party was this?"

"Well… I can't remember much about the invitation…" muttered the boy, frowning. "All I know was that it was for some kid named Chad… Chad…" he giggled slightly. "He had a funny last name…"

She glanced over at her short-term comrade. Nigel was now sitting up straight, paying attention to their conversation. If she was right, she wouldn't need to ask the question that would allow him to figure it out.

"How old was he turning?" asked Numbuh 1.

"Oh, that's easy," Tommy chirped. "After all, it's not every day that someone turns 13."

"Of course," said Rachel smoothly, glancing at Numbuh 1 out of the corner of her eye again. "I never expected Numbuh 274 to stoop as low as that operative I killed a while ago, but I suppose anything is possible." She noticed that he was stiff with shock, eyes simply staring ahead blankly as it registered in his head that the Supreme Leader had betrayed them.

Suddenly, the moment passed. He swiveled his head to stare at her, expression unreadable. "You knew," he said, his voice quieter than expected. "You knew that he'd turned traitor."

"I suspected," was Rachel's evasive reply. _The irony of the fact is, it's nothing compared with me. _

Nothing more was said on the trip.

* * *

"Welcome to the last place ye'll see before your memories are obliterated," said Numbuh 86, marching around the set of four chairs that had entrapped the other four members of Sector V. Numbuh 2 glared at her, still struggling to escape his fate. Numbuh 3 seemed to be the calmest of them all, simply humming a tune to herself. Numbuh 4 was mirroring Numbuh 2's actions.

Numbuh 5, however, was simply staring at her, an earnest look on her face.

Fanny sighed. "What?" she snapped.

"Numbuh 86, you've got to listen," she said, sounding almost panicked. "Numbuh 274 knows something about Factor. I don't know what it is, but he can't be trusted."

"HAH!" Numbuh 86's derisive laugh made them all jump as far as the decommissioning chairs would allow. "You'll have to do better than that, Abigail." She motioned back to her subordinates. "Start the process!"

They saluted, their faces hardened with determination. Numbuh 86 backed away as the plungers engulfed the operatives' faces, suddenly feeling like she'd been punched in the gut.

"No!" the yell came from behind her, where the door to the room stood open. Numbuh 1 was pointing his stun gun at her, shaking with fury. Numbuh 86 was about to dodge a stun bolt, but a hand appeared on Nigel Uno's shoulder.

"There's a more… diplomatic solution to be had, Numbuh 1," said the distorted voice, as a masked face that repeatedly appeared in Numbuh 86's nightmares appeared. She felt the blood drain from her body, the shock of fear tasting bitter in her mouth.

He strode forward, and Numbuh 86 had to use all her will not to back up. She held her ground until Factor finally stopped walking, holding out an envelope to her. "Before you capture Numbuh 1 or me, I suggest you read this."

Numbuh 86 was inclined to decline. For all she knew, Factor could've infected whatever was inside with Anthrax or something. Still, it didn't take her long to realize that she didn't have much choice. Suppressing a wince, she took it gingerly. Fanny opened it at a leisurely pace, though she was forced to speed it up when Factor began tapping his foot impatiently.

She thought her eyes might pop out of her skull.

Just then, Numbuh 274 stumbled into the room, panting slightly. "Numbuh 86, report. What's going on here?"

For a few moments, she just stared at him.

"Numbuh 274, you are hereby usurped of your position, and scheduled for immediate decommissioning."

* * *

All there was was darkness. The blackness that muffled her mind, her cries, and even her breathing. She couldn't breathe. She couldn't-

Her hands grasped a wooden stick, and she ripped the item off her face. Bewildered to find a plunger, she tossed it aside, glancing around her in utter confusion.

There were three others in the room besides her. One was a raven haired girl wearing a lanky, green sweater and black leggings. She simply lay there, the plunger still on her face, not really paying any attention to her surroundings. Another was a boy, wearing jeans and an orange sweater. He still struggled furiously with the plunger, but couldn't seem to remove it. The third was yet another boy, wearing a blue shirt, beige shorts, and an aviator's hat.

She ignored them for the time being, heading over to where all the commotion was, so that she could tell the people to quiet down so that she could take a nap. She felt all too drowsy…

She glimpsed a redhead staring at a blond boy in shock, while he bitterly explained something about… not wanting to get older. Most of the kids present looked ready to cry, apart from the masked one standing to the side, watching the exchange silently. Some of the redhead's words were incomprehensible.

"Four perfectly good operatives lost their memories thanks to ye!" she yelled.

Dimly, she registered that that might be her. Then, she realized that she couldn't, for the life of her, remember her name.

Suddenly, breathing was difficult again.

* * *

"It's easier when I have a hostage!" claimed Numbuh 274, a cruel smirk settling on his features. He grabbed Tommy's arm with lightning-fast reflexes, yanking him along while the boy cried out for help. Roughly, he told him that his big brother couldn't save him now.

Factor felt a small bit of rage at those words- that hadn't been part of the deal. No one should mock the relationship that siblings had. Had Chad said that to her, she'd have likely slapped him.

That didn't matter now, however; she had a plan to follow. For now, Rachel simply observed as operatives ran about in panic, her own presence nearly forgotten due to the betrayal of the Supreme Leader. She thought it was odd that no one had made the connection between her and the problem.

After a few minutes of waiting, she felt the telltale jolt of the Moon Base. Everyone immediately fell silent, unbridled terror on each of their faces. Finally, the question she was waiting for came from one of the decommissioners: "What was that?"

"I believe," she said, her sudden voice making several of them flinch and stare at her, "That he's playing tugboat with the Moon Base- and his destination is the sun."

It didn't take very long, as Numbuh 1 stared at her for a few moments.

"WHAT?" he practically shrieked.

"I know you heard me," she said dryly.

"You knew about this?"

"I did."

"AND YOU FAILED TO MENTION IT BECAUSE?..."

"I did not deem it important at the time."

Nigel stared at her with an expression that she found amusing, his jaw working silently for a few moments. At last, he decided to ignore her, marching over to where his team were still recovering.

To her surprise, Numbuh 5 was already up and staring at the lot of them. She looked bemused, and ever-so-slightly afraid. Still, she was clearly aware that something was wrong. Rachel made a mental note to be wary of Abigail in the future- she was a worthy adversary.

"Numbuh 5?" he asked, hesitantly.

It took a few moments for her to respond. "Huh?" she asked, putting her hands on her hips. "You talking to me?"

Rachel decided to intervene; they were on a time limit, after all. "Yes, he is," she said, striding over. She clasped her hands behind her back, looking over to where the rest of Sector V were heading over, looking around with wide eyes- as though they were children going to a museum for the first time.

The thought reminded Rachel of her first museum trip. She'd held Naomi's hand the entire time.

"To make a long story short," she said, her voice neutral, "You are all members of a secret organization called the Kids Next Door, which fights adult tyranny. You go by your code names- Numbuhs 5, 4, 3, and 2. Right now, your leader has just turned traitor and is trying to destroy this base. You and your teammate, Numbuh 1, are going to stop him."

"Yes- wait, we are?" asked Nigel, glancing over at her.

"Your team is one of the top teams," she said dubiously. Playing on his pride would most likely be successful. "Is it not?"

"Of course," he snapped, clearly offended at the casual hint she had put in her words. Numbuh 362 almost laughed- she'd found his weakness.

"Well… whatever, sure," said Numbuh 5, taking it surprisingly well, while everyone else was slack-jawed. "But, uh… how're we gonna do that, exactly?"

"You went fishing today, did you not, Numbuh 1?" asked Rachel loudly.

Confusion was present on his face, and she turned and began to walk away. With all attention now focused on the commander of Sector V, no one noticed her slip out of the room.

Once in the deserted hallway, she slid off the mask, breathing a sigh of relief as the cool, fresh air flowed over her face. Everything was proceeding as it should, and she knew that Numbuh 1 would complete the plan, even if he didn't know it. Soon, she'd be sitting up in Numbuh 274's office.

For a moment, Naomi appeared beside her, pleading with her to stop going through it. Rachel brushed the apparition away easily; her elder sister wasn't really here to see it.

It was just a manifestation of her own guilt.

* * *

Chad looked up as a visitor entered his cell. He narrowed his eyes, sneering. "Well, if it isn't the new Supreme Leader, Numbuh 362. Come to gloat about your pathetic organization's victory?"

"You can drop the charade, Chad," she deadpanned, crossing her arms. "The cameras and recording devices have been disabled."

Chad sighed, collapsing with exhaustion. He leaned against the wall, a tired look on his face. "So, what's the plan?"

"Cree should be on her way to pick you up in a few moments," she replied, her brown eyes dull. He realized that she was just as tired as he was, and nearly stood up, but decided against it.

"Numbuh Infinity told me to provide information about the Teenz as soon as I infiltrate them," he said. Hesitantly, he added, "Are you sure about this, Rachel? You'll be walking this path alone. If anyone finds out about this, they'll turn on you. I could still help you."

"No." The word was firm, determined. "What you just told me… that's exactly the reason why you can't afford to assist me anymore. I won't drag anyone else into this. The blame will be mine alone."

Her expression was unreadable; she looked away.

"Rachel," he murmured. "What's happens at the end of this road?"

"I can't tell you that," she said simply. He blinked several times. This was the first time, he realized, that she had given information to him bluntly, without any type of concealment.

She turned to leave, but he grabbed her wrist. "One more thing," he said, pulling her towards him.

He leaned in, touching his lips to hers briefly in an innocent kiss. She allowed the contact, doing nothing to stop it until he broke away.

They were silent for a moment, before she gave a hint of a real smile and said, "I did have a slight crush on you."

"Not anymore, I'm guessing?"

"…No. But I think you'll have the chance to move on as well. Goodbye, Chad."

"Goodbye, Rachel," he said, watching as she exited once again.

Minutes later, Cree's ship crashed into his cell, and his new life began.

* * *

Author's Note: I know, I'm not a big fan of 274x362 myself. But it seemed light the right thing to add it. Don't worry, it's not a pairing that will be focused on in the future. I didn't add the bit about stopping the Moon Base; we all know how that goes.

This chapter focused more on emotion. Yes, Numbuh 274 knew all along about Rachel being Factor; he realized it was her when she first appeared last chapter. I'll probably write a flashback about confronting her in the next chapter. This took forever to write.

There's a preview for a later chapter (I won't say which one) on my profile page. You can take a look if you want.

Also, here's something to think about:

Rachel: I might be confident. But in truth, I am incredibly afraid.


	5. 4th Infraction

"What I'm saying is that there's no reason why we shouldn't take this opportunity!" exclaimed Numbuh Infinity, pounding his fist on the desk. "With all of the kids in this world dying as a result of this war, we must do whatever it takes to preserve the lives of those still here."

"I disagree," muttered Numbuh 86. "It's not worth the risk. If we expose ourselves to the Teenz, there's a possibility that they'll take advantage of it. Massive casualties will be the result- possibly the end of the Kids Next Door itself. That's when innocents will begin dying as well." Her fists began to shake at her own words, clenched as they were.

Numbuh 362 sat, chin resting on her fingertips as she listened to the argument ensuing between her two top officials, as well as closest advisors. Both were correct in their arguments, but deciding between the two was proving to be more difficult than she had originally thought. The obvious choice would be to take a middle-of-the-road approach, but in this situation, a compromise was difficult to find.

"Teenagers have been killed in the midst of the violence as well; you know this just as much as I do, Numbuh 86, 362."

"Your point is acknowledged, Numbuh Infinity," drawled Rachel. "However, Numbuh 86's opinion is also quite valid. We simply cannot take the risk of lost more lives than necessary." At her words, Numbuh 86's chest puffed out with pride. "However, this is an opportunity that will most likely never come again. I agree that, in this, we must take the initiative."

Both operatives bowed their heads, showing that they could find no contradiction to her words.

"In this…" Numbuh 362 looked down at the metal table, not meeting either of their eyes, "I propose… a hostage situation."

This was where she had to be careful. So far, as Supreme Leader, she'd been able to make her own tactics look significantly different from Factor's. However, this was leaning dangerously close to the strategy she used when she put on his mask.

"Sir," said Numbuh 86, "Are you suggesting that we threaten the Steve's life?" A devilish smirk spread across her face. "I like that plan."

Numbuh Infinity was of a different opinion. "Such action would be disastrous!" he exclaimed, pointing a trembling finger at her. "We of the Kids Next Door uphold honor above all else."

"Honor isn't what's kept us alive," replied Numbuh 362 softly. "You and I both know that we didn't use honor in most of the battles we fought. And besides, with the possibility of losing their commander, the Teenz will be incapable of staging an attack against us. More lives will be saved this way."

She didn't really believe that; there were those in the Teenz that would gladly be rid of their leader, the Steve. However, if it swayed her diplomat to her side…

"Very well, sir," he murmured at last.

* * *

Cree lounged on the couch, her legs propped up on the table in front of her. Three other teenagers sat facing her, their expressions frowns.

"I don't know if I like this," muttered Maurice, scratching the side of his head, looking over at Cree. "Are you sure that you want to meet with"-

"Shh!" she hissed, glancing over to where Abby was passing through the hall, humming to herself. Tense, she waited until her sister's footsteps stopped, before finally turning back to him. "Do you want her to find out?"

"Sorry," he muttered, "But I still don't like it. Factor's had a past of double-crossing those that he works for half the time."

"Those were never confirmed," said Chad quickly.

"Well, maybe," conceded Maurice. "But I'm almost certain it was him. The 'accidental' shooting of Grandfather by a stray bullet from one of Father's malfunctioning robots couldn't have been just a coincidence, and I know that Father had recently allowed Factor access to those machines."

"That could easily have been Father's doing himself," snapped Cree; she didn't like being doubted. "Anyway, there's no way we could pull off a successful attack on the KND during the treaty without his help."

"I guess that's true," admitted Maurice grudgingly. "So what's the plan?"

"Each party- us and the sniveling brats- will have separate buildings to stay in on the diplomatic ship. Both parties will send an ambassador to negotiate- that'll most likely be Cree and Numbuh Infinity. The final signing of the treaty will apparently be by the Steve and Numbuh 362." Chad said all of this himself, earning him a glare from Cree. His response was to smirk back.

"And then the Steve simply shoots her, causing panic throughout the Kids Next Door, and that's when we make our move," she finished. "However, there are those within the KND who will be able to get their organization out of panic and get them to fight back. Both sides will lose many fighters."

Maurice's eyes narrowed. "And you want Factor to identify and eliminate those people?"

"Precisely," said Cree, twirling a curl of her hair between her fingers. "And any other services that he can provide for us. I've already contacted the Steve with this plan; he agrees that it'll be our best chance for success."

* * *

Numbuh 1 marched through the halls of the diplomatic ship at a furious pace. His team had to trot to keep up with him, each trying to console him with worried faces and quiet words. Nothing helped.

He felt betrayed. Betrayed that Numbuh 362, the leader he'd come to trust and believe in, had so easily accepted a peace offering that was obviously at trap. He just couldn't believe that she would be so gullible, allowing the Teenz to come on in for the kill. Rachel was someone he trusted, someone who he wanted to put all of his faith in.

And on every important incident since she'd become leader, she'd delivered. Her brilliance was unequaled by any, her inspirational speeches rousing the Kids Next Door like never before. Her presence had been the one thing that held the organization together when Father convinced all the enemies of the Kids Next Door to attack them at once.

Now she was making a mistake that could jeopardize everything.

Finally, he couldn't stand the words of the rest of Sector V any longer.

"It's alright, team," he said, turning around and forcing a smile. "Go and get ready for the treaty signing. I just… need a little peace and quiet beforehand."

Numbuhs 2 and 4 opened their mouths to object, but Numbuh 5 got the hint. Loudly she said, "Sure thing, Numbuh 1. Numbuh 5'll make sure everyone's ready for today." She dragged the two boys off, Numbuh 3 following behind idly. Numbuh 1 cast her a grateful look as she moved away, which she responded to with a short nod.

He sighed with relief as the silence enveloped the corridor, welcoming it as he massaged his temples. It wasn't long before it was broken, however.

"Numbuh 1?"

He whirled around to see, to his surprise, Numbuh 362 herself, standing straight up with her chin raised, hands clasped behind her back. Her blond hair hung casually at her shoulders, and her brown eyes were curious.

"Hello sir," he said stiffly.

She regarded him for a moment. "Your tone constitutes that you're not exactly happy with me," she commented. He flinched; he hadn't meant to show his resentment so freely.

Numbuh 362 offered him a tired smile. "It's alright," she said quietly. "Many operatives share your sentiment." He noticed that bags hung beneath her eyes, and that she looked paler than usual. A few moments later, she coughed, a wet cough that made him flinch.

"Sir," he said slowly, slightly wary now, "Are you sick?"

"It isn't serious," she replied, but succumbed to another violent coughing fit. Rachel swayed slightly, before righting herself, looking dazed.

"Just pneumonia," she said, her voice sounding much weaker. She smiled again, though it seemed to him as though it were forced. Her eyes were dull, in a way that wasn't normal for her. Beginning to feel seriously concerned, he rested a hand on her shoulder.

"Maybe you should sit out of this one, sir," he said quietly.

Her protest was immediate. "I can't do that, Numbuh 1," she said through her hacking. "This is the most important event that the Kids Next Door has ever been through. Even more important than the disaster with Grandfather…"

"I know," he said softly. "But at the same time, we need to show those teens that we're strong. With you sick, sir, they might be tempted to pull one on us. Just… please take the day off."

Weakly, she nodded, as another coughing fit took hold of her. Slowly, she stood, and stumbled away, holding her mouth to her elbow. Turning back for a moment, she said to him, "Tell… Numbuh 60… he has my authorization to sign it."

Nigel decided not to prompt her about her choice, knowing that it was probably something she'd been thinking about. Surely being this ill had led her to think about what might need to be done in case she herself couldn't be there.

"Yes, sir," he said, saluting, his former resentment of her decision all but vanished. "You go get some rest."

He turned around, trusting that Numbuh 362 could get herself to the infirmary. As soon as he vanished around the corner, the forlorn leader straightened, all traces of disease gone. Her expression was sincerely apologetic as she looked the way he'd gone, wishing she could just trust him.

"Sorry, Numbuh 1," she whispered. "But I couldn't tell you."

* * *

"Arrest Numbuh 1 and Chad Dickson!" ordered Numbuh Infinity, pointing straight at the two. Numbuh 1 instantly jumped up, yelling accusations at the ambassador, but was soon dragged away by the decommissioning squad. The remaining members of Sector V stared at him in shock, as though he'd just uttered a disgusting swear word.

He sniffed. As though a swear would ever come out of his mouth. "It's best for the entire organization," he explained, trying to sound like he was just a bit sorry. "I'd suggest you prepare for the treaty signing."

Numbuh 5 looked as though she was about to protest, but a warning look from Numbuh 2 caused her to stay silent. Slowly, the dejected team exited the room, angry for being discarded so easily.

Numbuh Infinity held himself high, chest swelling with pride. Everything was going according to-

"You sell the deception perfectly."

He whirled around to see Numbuh 362 emerge from the shadows, causing him to swallow with nerves. "S-sir, I can explain…"

"No need," she said, her voice a monotone. "We all have our secrets, don't we? Now, you're going to tell me yours."

"B-but, I"-

"Oh, right," she drawled, a smirk creeping onto her features. "Wouldn't want your Teens Next Door higher-ups finding out about you spilling everything, would you?"

"How do you"-

"You don't need to know," she said, cutting him off once more. "But you are going to do _exactly _what I say."

* * *

Numbuh 86 surveyed the members of her team that she was allowed to have with her. They all looked slightly nervous, though they were trying to chat with the medical crew they were teamed up with in order to diffuse the tension.

The plan was simple: no weapons were allowed in the signing area, so they were to bring in weapons and field doctors to the battle, if one erupted. Word had just reached them that Numbuh 60 was to sign the treaty in place of Rachel, who had developed a serious infection. On the outside, she took the news nonchalantly, just following orders. Inside, however, worry gnawed away for Patton; she was almost certain that the Teen Ninjas had an assassination attempt planned.

"What're you doing here?" came a bark. She looked over at the head of the medical team, surprised to see Numbuh 3 looking down at her shoes.

"My team was split up," she mumbled. "I was transferred here."

The boy frowned, before admitting her and handing her a stun gun. Numbuh 3 glanced nervously at the weapons in the hands of the decommissioners- weapons meant to kill.

"It's all right," she found herself saying. "You won't have to use these."

Kuki looked immensely relieved, turning away to chat brightly with one of the other doctors, who was taken aback by her abrupt change in character.

Numbuh 86 sighed inwardly. She prayed that the battle- which now seemed even more imminent- wouldn't come. Goodness knew that they didn't need people like Numbuh 3 seeing this.

* * *

"Everyone," announced Cree, gesturing to the entrance of the meeting chamber. "I'd like to introduce Factor. He will be aiding us in our vendetta against the Kids Next Door."

Heads turn, and eyes settled on the figure wearing the mask. He stepped into the room, his confidence as clear as ever. The sudden electricity in the room was palpable- even the Steve gulped as Factor calmly entered.

"Greetings, Teen Ninjas," said the metallic voice. "So good to finally meet you all."

"I don't recall any outsiders needing to be brought in," said one of the council members sharply. Cree waved him off.

"If you're going to succeed, you need my help," said Factor dubiously. "You're outnumbered; you can't win this battle."

Cree took over from there. "Factor has provided us with some highly effective explosives," she explained. Alarmed looks crossed some of their faces; she ignored them. "There are four teams who will enter with weapons to aid the Kids Next Dorks. In order to cripple their fighting force, we will plant the charges in the halls they will use to get to the battle. Just as the fighting begins, we will detonate the bombs, cutting them off. Victory will be a certainty."

"Just how the hell does Factor know all that?" demanded another teen.

"My resources are none of your concern," said Factor, speaking up. "You don't need to know."

* * *

Factor strode about the teens' section of the diplomatic ship, deep in thought. He knew that the plan wasn't perfect- but then, it wasn't supposed to be. They weren't supposed to annihilate the Kids Next Door- just send a message. She almost laughed at the irony of sending a message to herself.

Maybe she really was developing a split personality… no, that was unlikely.

She rounded another corner, wondering when people would find out she wasn't really at home, resting in the care of her overprotective mother. A small twinge in her stomach, accompanied by the picture of Naomi smiling at her, made her feel like she wanted to throw up. She shoved the image out of her mind, and froze when she heard hushed voices talking nearby.

"… sure we should be doing this? It isn't what the Steve wants!"

"Hey, I'd rather have him on our case than Cree! What's a few kids, anyway?"

"Yeah, but still, what if that Factor guy gets mad? I don't want him after us; he gives me the creeps. So we're supposed to wait until they get to the detonation point, right? That oughta be soon; the treaty signing's started ages ago."

She had heard enough. Heart pounding in her chest, she began to run.

_"Sir?" Rachel looked up to see that Fanny had stuck her head in the door of her office. She smiled at the decommissioning operative, gesturing for her to enter. _

_ The redhead fidgeted uncomfortably. "Well sir, one of the kids at school… told me about your sister. Naomi, right?" _

_ For a few moments, Numbuh 362 just stared at her, no emotion within her whatsoever. _

_ "Yeah," she said blankly. _

_ "Well… you seem like the type who's tired of pity and stuff…" muttered Fanny. "And I know you don't want to let anything get in the way of your job… but, if you ever need to just talk, I can listen. Despite what all those stupid boys say."_

_ Rachel stared at her for a few more seconds. Everyone else thought that the Supreme Leader was untouchable. _

Don't say anything. Nothing will change; you'll just get hurt. Don't-

_"Thanks, Fanny," she said, smiling softly. "I'll keep that in mind."_

Now she was running, but it was like one of those dreams- where you run, run, run, but you just don't get there in time.

Sure enough, the sounds of fighting just outside were dulled from the sudden, earth-shattering _boom_.

* * *

Pain.

The first thing that registered in her mind was pain. Second was the heat. She couldn't understand why it was so _hot…_

She couldn't see. Everything was blackness. She tried to get up, but a terrible agony erupted from both legs. She couldn't help it; a scream was let loose from her.

The voices came next. At first, they were just a general distortion of alarm. Later, they became more distinct.

"… someone…"

"We need more supplies."

"Don't cry… it'll be alright…"

"Fanny?"

"There are more over here!"

"Where are those supplies?"

"_Fanny!_"

"Numbuh 3? Numbuh 3, can you open your eyes?"

Slowly, she tugged at the lids which felt heavy as lead. She could just barely register two people kneeling above her, their faces concerned. One gently touched her right leg, prompting a whimper from her.

"Kuki, don't worry; you'll be alright."

_Wally? Is that you?_

"We need to get her out of here, but the shock has to wear off first."

The voices became indistinguishable once more, as she sank slowly back into unconsciousness. The only thing that still pervaded her ears was the anguished screams of what sounded like Patton Drilovsky in the background.

* * *

She wandered about, in a daze. The moment she'd seen the body, she'd just left. Without another word.

* * *

"I thank all of the Kids Next Door for helping me on my way to this position. I'm heartbroken to leave, but as always, my time has come." Numbuh 362 saluted her fellow operatives, turning to the new decommissioning officer, Numbuh 23.

The girl sniffed a little. "T-thank you, sir," she mumbled. "If you could come this way…"

Rachel sat in the chair, calmly, not caring that several operatives had burst out laughing.

A sudden ruckus, and Numbuh Infinity burst into the room, a panicked look on his face. "Wait!" he shouted. "She's not"-

Blackness covered her eyes.

* * *

Author's note: Haha, cliffy! I've always wanted to do one of those.

I'm so sorry! So, so, sorry! If you've understood what happened in this chapter, then you're probably hating me right now. It was really hard to write, but I needed to keep up with my storyline. I won't say anything, as things will be properly explained next chapter. It'll be a long one. Next chapter is when the plot begins to diverge from the actual Kids Next Door storyline.

Please, review! Reviews always make me feel better!


	6. 5th Infraction

"Records indicate that the attack was caused by several terrorists who secretly made their way to the United States, intent on…"

Rachel Mckenzie nearly snorted at the irony of it. Whatever the government had done to cover up this latest attack, it clearly wasn't working. Rumors had flown all over her high school, from the fact that magicians might be real to the fact that there was a secret organization that not even the president knew about.

The latter explanation seemed to strike something in the blackness that was her memory for the past… what was it? Six years or so.

Beside her, Harvey grumbled while he glared down at his math homework, muttering something about variables not making any sense. She felt a twinge of sympathy for him, despite the fact that she herself had passed algebra with flying colors.

She heard pounding on the door, followed by a quick yell. "Rachel, c'mon, we know you're in there! We've just come for a visit!"

She stood, heading over to the front door to reveal a grinning Wallabee Beatles, as well as Kuki Sanban. She stood aside to allow Wally to push Kuki in the door, her wheelchair still making its characteristic squeaking noise.

She smiled at the two of them. "Honestly, I don't know why you don't get a new wheelchair, Kuki," she commented. Her black haired friend had had the same one for ages now, and it always squeaked constantly.

The girl shrugged, violet eyes twinkling. "I guess I'm kinda fond of the sound," she replied. "Finished homework already?"

Rachel just shrugged slightly, while Wally just gaped at her. She was well-known for being a big favorite with the teachers, all of whom knew her as a "well-rounded, considerate and kind young lady". Most of the students would come crying to her for help the day before final exams, vying for her aid in studying. No one seemed all that interested in actually becoming friends with her- apart from Kuki and Wally, that is. They all avoided her like she was a disease.

"Yeah, I finished."

"Me too," her friend said, before glaring up at the boy pushing her wheelchair. "Although _somebody_ was too busy playing on his PS3 to do any of it."

Rachel tuned out Wally's protests while Kuki berated him. She found herself wishing, as usual, that her memory was sound; it bugged her that she didn't know why her best friend (of all people) was confined to a wheelchair due to her legs being crushed, supposedly from a car accident.

It also irked her that, at six years old, she could clearly remember another good friend of hers, Fanny. The crazy redhead would always brighten up her day.

She'd 'woken up' at the age of thirteen to receive the news that all that was left of her was a gravestone, marked Francine Fulbright. She, too, had apparently died in a car crash. It wasn't that Rachel didn't believe it, it was just that a car crash for both incidents seemed highly unlikely.

"Hey, Rachel! Rachel! You awake?"

She shook herself, forcing a smile and nodding at Wally, before following the two of them upstairs to her room. She paused to let Harvey know what they were doing, and returned his sad smile gratefully.

They understood each other- he always sympathized with her odd condition. She was glad for that much, at least.

* * *

"Miss Mckenzie, would you mind telling me a few ideas as to why Macbeth might have been afraid to kill Duncan?"

Rachel yawned openly, casting a bored look that caused several sniggers from her classmates. Mrs. Flanwyer looked affronted, but Rachel just couldn't stand the uptight woman, who always seemed to act as though menopause had come early for her.

"Gee, I dunno," she drawled. "Maybe it's got something to do with the fact that it's kind of a _crime_ to kill the king?"

Her response drew even more laughter from the rest of the class, while the teacher floundered about for a way to regain control over her wayward class. She moved on, asking another question of someone else.

Most of her fellow students had their notebooks in front of them, jotting down notes as quickly as they could, their faces scrunched in concentration. Rachel hadn't even bothered to get her notebook out, as taking notes would just be a waste of time for her. She scanned the faces of her fellow classmates, before glancing up at the clock, relieved to see that the bell would free them from this hellhole in a minute, allowing her to escape to lunch.

The ringing made everyone leap out of their seats, rushing to get out the door while Mrs. Flanwyer yelled their homework assignment after them. The lunchroom itself wasn't all that crowded when she got there, and she made her way to the usual table, ignoring everyone who might have been calling her name.

A few minutes after sitting down, a shadow suddenly loomed over her. She glanced up, raising a questioning eyebrow at the boy in front of her.

"Uh… do you mind if I sit here?"

He didn't have any hair. That fact didn't make her laugh; for some reason, she just knew that it wasn't funny at all. The sunglasses almost did make crack up, though, and she pictured him being a CIA agent for the government.

That thought made her head hurt; she had no clue why.

"Sure," she said. "It's no problem."

"Thanks," he said, sitting and sighing in relief. "My name's Nigel Uno; I just transferred here. You?"

"Been here since I got into high school," she replied. "Rachel Mckenzie."

The boy nodded in return, pulling out a thermos, which presumably had some soup in it. "So then, Rachel, what's it like here?"

She shrugged, a noncommittal response that she gave everyone who asked her questions that she considered to be a waste of time. Seeing that he wasn't going to be satisfied with such a response, she added, "It's not so bad, I guess."

"You've gotta be frickin' kidding me!" said Wally, wheeling Kuki up to the table. "This school's a frickin' hellhole!"

"Language, Wally," scolded Kuki. She turned, smiling brightly at Nigel. Rachel caught her freezing for just a moment, her violet eyes widening in surprise, before quickly returning to normal.

"Hello there!" she exclaimed. "I haven't seen you around. I'm Kuki Sanban, this idiot"- ("Hey!" shouted Wally)- "Is Wallabee Beatles, and I guess you've already met Rachel."

Nigel's own smile didn't falter, though he seemed oddly tense when he shook Kuki's hand. "Nice to meet you," he said. "I'm Nigel Uno."

Rachel's eyes narrowed further; nothing got past her, and those two were definitely acting odd. Heck, even Wally seemed uneasy, though he was glancing at her, not Kuki or Nigel.

The two sat down, Kuki pushing herself out of her chair onto the bench. They ate in silence, awkward around the newcomer, until Rachel finally slammed her fork down.

She couldn't take it anymore.

"Fess up," she said. "What the hell is going on here?"

Kuki and Wally had never looked more nervous in their lives. Taking a deep breath, the black haired girl was about to launch into an explanation, when Nigel held up a hand.

"It's alright, Kuki," he said warmly. "I'll explain."

Turning back to Rachel, he said gently, "You don't remember me, Rachel, but I used to go to your school. Kuki and Wally knew about my transfer here, but they didn't want to make you feel bad, since your memory failed. They just wanted to make it seem like I was new to them, too."

Rachel forced another grin onto her face. "Oh, sorry," she said. "Thanks for the consideration, though." All of them sagged in relief; as soon as they started on their meal again, she allowed a frown to creep onto her face. This Nigel kid hadn't told the whole truth; Harvey always told her that she was 'scarily perceptive on that sort of thing'.

Behind them, a disbelieving voice said, "Nigel?"

The four of them turned around to see a shocked Abby Lincoln, looking as though she were about to drop her tray. Nigel stammered a hello out, and was about to ask how she was, when Rachel's cold voice interrupted him.

"Since when does the school's bitch take any notice of the new kids?"

Beside her, Wally muttered something under his breath about how Abby should just mind her own business.

Abby glared at Rachel, replying, "For your information, I've known him since we were just little kids. Oh, right, I forgot- you can't remember that, can you, freak? Just like you can't remember when your best friend died."

Rachel didn't have a response to that, though Wally stood up so fast he almost knocked the table over.

"You wanna say that again?" he snarled at her. Abby just smirked and strode away, tossing her customary braid over her shoulder. Rachel was aware of both Kuki's and Nigel's eyes on her, but she didn't say anything- just went back to eating her banana, silently. Wally sat back down, grumbling.

"I guess things are a bit different now," murmured Nigel, looking slightly put out.

"It's not bad," Kuki assured him. "Even though Hoagie's been gone awhile as well, we still get by."

Rachel almost laughed bitterly at the irony; she had no clue who Hoagie was, either.

"So you knew Abby before she turned into a whore, huh?"

He turned to her, with Kuki sending her a disapproving frown for using such a word. Rachel could care less; her attention was on Nigel, awaiting his confirmation.

He nodded.

"Kuki and Wally have always said that she used to be a nice girl," muttered Rachel. "All I can remember is her being a horrible person to me."

"I'm sorry," murmured Nigel. "It must not be easy, not being able to remember anything from your childhood, huh?"

Rachel shrugged. "I had to take some extra classes to catch up in my school stuff at first, but that didn't last long. I don't know whether it was because I was smart enough, or if it was just that the teachers couldn't stand tutoring someone as wry and mocking as me."

Nigel seemed taken aback by the frank, almost sarcastic way she said it. He frowned slightly, but Rachel was no longer paying him any attention, once again reminiscing on the gaping hole in her mind. If she could just remember… some inkling of when she was growing up…

Nothing. All that came was a couple of short memories from her teenage years. From ages thirteen to sixteen. Ages seven to twelve remained dark.

"So, are you taking any therapy classes on curing your amnesia?" asked Nigel.

Rachel shrugged again, feeling too moody to answer. As soon as she got home, she was taking a nap; putting off homework seemed like a good idea that day.

They dispersed for the rest of their classes a few minutes later, with the day dragging by like it always did. Rachel purposefully fell asleep in math, not even bothering to pay attention to the lesson her teacher gave. The cheerful, stout man didn't even notice, too busy being enthusiastic about his numbers.

Instead of heading straight home, she stopped at a small Starbucks in the downtown area. It was her favorite spot to study, since not many people seemed to be aware of its existence. Despite being a Starbucks, the coffee there was terrible, but she ordered some anyway, settling herself in a small armchair in the corner.

She glanced out the window. Christmas lights adorned the sidewalks, already lit despite it being only four o' clock. The last remains of the slush gathered on the curbs of streets, blackened by exhaust fumes from cars. The window was slightly fogged up from the heat of the small coffee shop, but she rubbed out a small spot to look through.

Rachel had always known that she was different. Not just because of her amnesia, but just that she could read people so well. And then there was the way that Wally and Kuki sometimes acted around her… every now and then, Wally would throw her a salute while smirking, something that Kuki always admonished him for doing. Oddly, the thing she always said was:

"Stop teasing her!"

Rachel didn't understand the salute. Wally always passed it off as a secret code the three of them used to have, but she didn't buy it. For some reason, it just didn't fit in the strange puzzle that was her past. No, it was something else.

As always, she prodded her mind for answers. None were forthcoming.

All at the same time, Rachel wanted to scream, cry, and swear. Could she really live her entire life out, not knowing what her life was for those six years? It was driving her mad, not knowing what happened.

She could conclude that her parents knew nothing. Her brother, on the other hand…

Harvey, despite his closeness to her, always seemed to be pained when he looked at her. As though he regretted something, something he hadn't been able to help.

And every time she asked what was wrong, he'd deny that anything was the matter at all.

Trudging back home, especially now that it had begun to snow again, was no picnic. Rachel grumbled under her breath, slightly disconcerted that the weather would deter her from getting home. Her book bag was slung over her shoulder, and was zipped shut in order to prevent any condensation from getting onto her books.

The street was quiet. A car rolled by every now and then, but other than that it was generally deserted. Rachel kept rubbing the back of her neck, trying to diffuse the prickling sensation she kept feeling. It made her uneasy; it was like a sixth sense or something, and it usually only happened when Abby was about to harass her or something.

Suddenly, the sense heightened greatly; she whirled around to see another person, about her age, standing there. She relaxed slightly- that is, until they pulled out a gun.

"Sorry, hun," they chuckled, before shooting.

Rachel didn't know how she did it. All she knew was that she just dodged the bullet, somehow, and threw herself at the person. There was a flash of surprise in their eyes, just before Rachel slammed a fist into their throat.

They choked slightly, falling to their knees as she kicked them in the stomach. A car racing towards them screeched to a stop, and the driver rolled down the window.

"Get in!" hissed Abby Lincoln, for once looking like she was serious. Rachel cast her a skeptical look, crossing her arms.

"No time to explain, just come on!"

Rachel looked back at her groaning adversary, then swore loudly and jumped in the vehicle.

* * *

Nigel surveyed the scene in front of him, and sighed.

"Father doesn't seem to be about to give up his bombings, does he?"

"Sure doesn't look like it," muttered Numbuh 4, crossing his arms in a very un-Wally-like way. Beside him, Kuki (while no longer on active duty, she was still considered an honorary operative) sat in silence, staring in horror at the razed building before them. Numbuh 1 winced, knowing that this probably brought back recollections of the explosion that had devastated her reinforcement squad at the treaty signing- the real reason for losing the use of her legs.

"He keeps going after the same target," she murmured at last, her voice mostly devoid of any emotion. "Thank god no one was home this time."

"Who is he after, though?" Wally mused.

"Whoever it is, he clearly hasn't found them yet."

Just then, a silver Honda Accord approached, stopping just in front of the bombing scene. Numbuh 5 rushed out, hurrying over to the debris. "What happened?" she demanded.

"Another of Father's attacks," replied Numbuh 1. "No one was injured, however. Anyway, I told you not to contact us unless your target made a move."

"She did," snarled Abby. "And I know who Father's after now, too."

"You do?" asked Numbuh 1, surprised. "Who"-

"There's someone out there who calls himself, 'Father'? How original."

All of them apart from Abby froze. Slowly, Nigel turned to face someone he most definitely did not expect to see- Rachel Mckenzie, leaning against a nearby light post, an almost bored expression on her face. Her eyes traveled over the devastation with no readable reaction, apart from raising an eyebrow.

"Numbuh 5," he said quietly. "I thought we agreed that she couldn't be contacted about this."

"From what I've seen," drawled Rachel, "she didn't have much choice. Some nut-job tried to shoot me."

There was silence for a moment, as this revelation settled in over the other three operatives. "She was the target all along?" whispered Numbuh 3.

"Must've been," said Numbuh 5 grimly. "That Teen Ninja wouldn't have gone after her otherwise."

"I don't suppose that this has anything to do with my missing memories, does it?" asked Rachel.

_Straight to the point,_ thought Nigel. It was just like her. "You're taking this well," he commented, turning to her. "You wouldn't react badly if we took you to our base, would you?"

"Depends," she said calmly. "Are you planning on torturing and killing me when we get there?"

"No."

"Then I don't have a problem with it."

* * *

"Oi, Verna!"

"_What?_"

"You gotta come see this!"

"I don't wanna watch any more of your god-damn anime, Drake."

"But it's the coolest fight scene in Death Note!" whined a teenager with spiky green hair, looking up from his laptop. His baby blue eyes pleaded with the black haired, brown eyed adolescent girl reclining on an armchair.

"What in hell makes you think I care?" she asked, her Brooklyn accent punctuating every syllable. "We're stuck on this iceberg in Siberia, for no apparent reason, apart from the fact that my accent annoys Numbuh Infinity."

"I bet it's more than that," muttered Drake.

"I heard that, you son of a bitch!"

He ignored the last comment, looking up in surprise as the 'incoming transmission' message flashed across the screen. After a few moments of reading, he turned back to look at his New Yorker companion.

"Guess what, Verna?" he asked. "We're going on vacation."

* * *

"I'm sorry about this, Rachel," said Kuki- or, as she had recently introduced herself, Numbuh 3. "I know it must be really confusing for you, at least."

Rachel stared at her for a few long moments, but then rolled her eyes and muttered, "Well, it would certainly explain my memory."

"You weren't supposed to be decommissioned," explained Numbuh 1. "You were meant to become one of the Teens Next Door, like us; there was a mix-up, however, and they accidentally erased your memory."

Rachel nodded, all the while taking in her surroundings; they appeared to be inside some sort of underground bunker, which they'd (ironically) had the entrance to near her Starbucks haunt. The four of them were soon joined by another boy, who wordlessly entered the room and sat near one of the control panels.

"Numbuh 2," called Numbuh 4. "Did Infinity tell you anything?"

"Didn't give me any orders," the boy replied, his voice neutral. Rachel noticed that he was more plump than most, with a pilot's hat and goggles on his head. There were shadows beneath his eyes, and his gaze was almost dull.

Kuki leaned forward to whisper to her. "Try not to bug him too much. Apparently, he witnessed the bombing where… well…" she gestured helplessly to her own legs. "It's thanks to him that anyone got there quickly, but I think he saw some things he just wants to forget. No one can really talk to him anymore."

"I see." Rachel tried her best to keep her indifference out of her voice, but something in it must've made Kuki shiver. Still, it was hard to be sympathetic; despite being 'decommissioned', as they called it, the memory of Naomi being trampled mercilessly beneath a car was still fresh in her mind.

"Unfortunately, the only recommissioning module in existence is in the hands of Father," she said, casting an apologetic look at Rachel. "It may be some time before we can get a hold of it."

Rachel nodded again, surprised that she didn't feel overwhelmed by this turn of events. She was used to stress; high school constantly weighed on her in a way that middle and elementary school had not. She stood up and made her way to a darker corner of the room, noticing that the others weren't paying much attention to her at all. She shrugged, not really minding; she needed to think for a little while.

An organization fighting adult tyranny… well, that did make sense, in a way; it explained all the 'terrorist attacks' that had been featured in the news. It surprised her how much influence this group had, though, to be able to cover themselves up so effectively. And apparently, she herself used to be a part of it- no, she was its leader…

The concept was almost too much to grasp. She stifled a laugh, knowing it would draw attention to her, realizing that concepts had nothing to do with it. This was her past, and that's how it would be.

But then… how did Fanny die? In the bombing, she knew, but she didn't know why it happened. It was something that nagged at her, at the back of her mind. If she could just remember…

And her thoughts were promptly interrupted by a bathroom urge.

"Hey… uh… Kuki?" she asked, coming up to where Kuki sat before another screen. "Where's the bathroom?"

Kuki jerked her head to a door on her left. "Down that hall, should be on the right."

"Thanks."

Once relieving herself, Rachel headed over to the sink, rinsing her hands beneath the tap water and lathering them with soap. She couldn't understand why some people didn't wash their hands; it disgusted her.

Looking up, she screamed.

It was a sound that she would never usually be caught making, but this time it escaped her throat without her meaning to allow it to. A ghostly masked face stared back at her, no eyes actually visible behind the sockets. Splotches of dry red littered one side, and a black hood was pulled over. She pushed away from the sink, feeling true horror reverberate throughout her body.

Someone pounded on the door. "Rachel?" shouted Nigel. "Are you alright?"

Rachel quickly composed herself, striding over to the door and opening it. She regarded him coolly. "I'm perfectly fine," she replied, noticing how unnervingly calm she was.

He stared at her dubiously. "You were screaming."

"Your point being?"

Unexpectedly, he laughed. "You get your memories erased, and you still haven't changed much, have you?"

Rachel blinked. "I haven't?"

"Not in my opinion, no," he replied, leaning against the wall, his hands in his pockets.

She raised an eyebrow. "Is that a good thing?" she asked wryly.

"I think so."

_That's comforting,_ she though sarcastically. Leave it to the bald kid to think she was alright.

A new voice rang out from his wristwatch. He lifted it up. "What is it?"

"We've got two operatives who're saying that they were ordered to come here and help us; they've just landed their transport in the hangar. The boy introduced himself as Numbuh 9000, but the girl insisted on being called Verna."

Numbuh 1 groaned, putting his face in his hands. "Oh, no…"

"What's wrong?"

"Those two have something of a… reputation," he muttered. "Plus… I kinda owe Verna some stuff…"

As if on cue, a sharp Brooklyn accent rang out through the base. "Numbuh 1! Where's my friggin' Robodude? You said you'd get Hoagie to make one!"

Rachel sent him a silent question, and he grinned sheepishly. "She built a little robot to help her with housecleaning," he said. "I… er… broke it."

A surprisingly petite teenage girl appeared in the doorway, looking ordinary enough to Rachel- nothing but black hair and brown eyes. Still, her expression held one of the most evil grins she had ever laid eyes on.

"Verna," he said, gritting his teeth. "What are you doing here?"

"We got orders, dumbass," she replied, rolling her eyes. "Otherwise we'd still be stuck on that iceberg, since Infinity can't stand my accent."

"I bet it's more than that," said Nigel, simultaneously with another boy who came up behind her. She threw furious looks at both of them, muttering, "Screw you both."

Rachel almost snickered at the sight of the green spiky hair, and how the boy looked almost dull despite that. He cast her a confused look, before proceeding to grasp Verna's hair and pull it.

Verna yelled, cursing and kicking the offender in the shins. She proceeded to sprint out of the room, still swearing at the top of her lungs. Rachel felt both eyebrows slowly raise up. Who knew that the Teens Next Door had such colorful characters?

"So, Numbuh 1," he said, grinning excitedly. "Have you?"-

"No, Drake, I have not watched the last episode of Gundam," interrupted Nigel tersely. "I told you, I stopped watching that years ago."

Drake brushed him off, turning to Rachel. His jaw dropped. "Oh my gosh, you look just like Riza Hawkeye from Fullmetal Alchemist!" he squealed.

"From what?" asked Rachel, confused. Numbuh 9000, eager to explain, launched into a summary for the anime television show, until Rachel interrupted him.

"Are you gay?" she asked monotonously.

"Nope."

"Yes he is!" shouted Verna from down the hall.

"He's not," said Numbuh 1, suddenly looking exhausted. "Trust me, I know."

"And just how do you know?" asked Rachel, frowning at him.

"Well, it's a funny story, now that you mention it," began Drake.

"One that we really don't need to hear at this time," said Nigel loudly, shooting a glare at Drake. He quickly pushed Drake out of the bathroom, and Rachel started, realizing that they were still in there. She cast one last glance at the mirror, relieved to see that her face was normal once again, and followed them out.

Back in the room where they were before, she found all the members gathered, with Numbuh 1 already badgering Verna and Numbuh 9000 about their mission.

"I toldja already, Infinity told us to guard some girl," muttered Verna. "Said her name was Rachel McDonald, or something."

Irritation instantly filled her, but she managed to force it down, slapping a cold smile on her face. "That would be me. And it's Mckenzie, thank you."

"Whatever," she said. "Why's she here anyway? She isn't an operative, I know that."

"Father's targeting her."

"That bastard needs to get a hobby," commented Verna. Rachel stifled a laugh at that. Numbuh 9000's eyes lit up at the remark, but without turning around, the New Yorker added, "And I don't mean your god-damn anime, Drake. That'll just make him a fangirl. Not to mention gay."

"I'm not gay," muttered Drake. "And why do you always have to call anime, 'god-damn'? Why can't it just be anime, without the offending prefix?"

"What're you talkin' about?" asked Verna, staring at him blankly. "That's exactly what it's called."

Rachel noticed that most of the other operatives looked about ready to punch themselves. It explained why the two were sent to Siberia; they could drive anyone crazy, with Verna's constant bluntness and Drake's strange obsession. She looked at the two, bickering now, and was suddenly reminded of… reminded of…

Damn. She couldn't remember what it was. Then, she stifled a cry as a bout of pain wracked her head; she clutched it in her hands, watching as though a movie played out before her.

One she easily recognized as Fanny, though what she was wearing was unusual. She was arguing with a black haired boy that had his back to her, and was wearing a cap. Around them, kids winced as they shouted at one another, exchanging insults faster than a Ferrari. The sight was almost laughable, but she felt a twinge at the sight of Numbuh 86…

Wait. Who the hell was Numbuh 86?

"Rachel? Hey! Say something!"

"Something," she said wryly, straightening up and folding her arms. The eyes of everyone in the room were on her. She coughed a little, avoiding the gazes of everyone else. "Never mind me. Carry on."

Numbuh 1 and Numbuh 5 exchanged glances. "Well, we were just saying about how we would retrieve the recommissioning module soon," said Abby. "That is, if you want your memories back. Course, you'll have to agree to join the TND."

"Done," replied Rachel immediately. She didn't want half of her life to be empty forever, and in her opinion, this organization really wasn't that bad. Given the choice between being driven crazy by wondering, and working for a group of crazy people, she'd choose the latter in a heartbeat.

* * *

Numbuh 5 watched, uneasy as Rachel walked straight toward Father's mansion, her hands raised in the air. Several of his robots were already advancing on her, and her slim form looked particularly weak before them. It was difficult to believe that this was the same girl who had been Captain of the E.L.I.T.E. forces.

But then, there had often been signs of Rachel's old personality… when Abby had been acting as the horrible popular girl, she rarely missed the opportunity to bully Rachel; however, her remarks never seemed to faze her, and she would always throw out cold comebacks in return, always laced with icy contempt.

Abby had to admit- she knew that her own acting was good, but Rachel's mask of blankness was impenetrable.

Through the small comlink they'd given to Rachel to put in her ear, they heard her say, casually, "I'm Numbuh 362, otherwise known as Rachel Mckenzie. I believe that your master's been trying to kill me?"

"She still excels at pretending," muttered Nigel, next to her. "She sounds just like her old self." There was an admiration in his voice that Numbuh 5 easily identified. She didn't comment on it, though.

"Hard to believe that she's lost her memories, isn't it?" came Numbuh 4's voice over the comm channel. Numbuh 1 ignored this, instead contacting the other members of their party.

"Verna and Numbuh 9000, are you in yet?"

A snort of laughter, followed by a curse was heard. "Damnit, just tripped. Yeah, we're in. Now where in hell are we supposed to go?"

"Just head north!" said Nigel irritably. Numbuh 5 wondered why those two were even assigned to such an important part of the world; their insanity would be the thing that would most likely ruin the mission.

The robots had just surrounded Rachel, their guns in their hands and pointing at her. Numbuh 5 cursed and quickly rushed over to the sniper gun, realizing that Father wasn't about to make the mistake of hesitating.

The first 'bang' rang out, and one of the robots fell. Abby was glad to see Rachel duck as the others fired, before she herself managed to take out another. Just then, alarms blared out across the mansion, and more robots emerged.

"Whoops…" came Drake's sheepish voice, Verna yelling incomprehensively at the top of her lungs. "We sorta tripped the alarm…"

Nigel swore. "Numbuh 5, you stay here, and try to provide support!" he shouted. "Numbuhs 2 and 4, we're going out there to protect Rachel. The sooner we can get out of here, the better."

* * *

Rachel felt her unknown fighting instincts kick in once again. Instead of running away, she ignored the panicked yells of the others and ran straight for the robots. The first bullet came at her, aimed at her midcenter, and she sidestepped smoothly, using the momentum to aim a kick at the bot. It gave no noise reaction to her attack.

Jumping up, she placed her hands on the heads of two and vaulted over the lineup, landing perfectly behind her adversaries. She continued running, into the open doors of the mansion, still ignoring the cries of her companions.

She'd made her decision the moment their plan was conceived; her mind had picked out so many flaws in it; she knew it had little or no chance of success. She'd known, instantly that she'd have to take matters into her own hands.

Which was something she didn't feel all that uncomfortable with.

* * *

Numbuh 3, back in the base, watched from the camera clipped to Numbuh 4's shirt. A worried look had appeared on her face, her violet eyes shining with sadness as she watched the blond girl race into the mansion.

"Oh, Rachel," she whispered. "You have no idea what you're about to find, do you?"

* * *

Verna sprinted through the halls, hearing the heavy breathing of Drake behind her. She had no clue where she was going, but she reasoned that there had to be an exit around here somewhere.

The next thing she knew, she had collided with something; knocked to the floor from the impact, she winced, rubbing the side of her head. She looked to see Rachel in a similar position, though not quite as winded.

"What in hell are you doing here?" she asked, surprise overcoming her. "I know that Numbuh 1 told us to go back!"

The look Rachel gave her was completely blank, yet at the same time full of determination. "This plan was always doomed to fail," she said quietly; the certainty in her voice made Verna shiver. She'd heard stories about the great Supreme Leader, but now that she'd actually met her, it was like staring into an enigma.

Behind her, Drake caught up, panting. His eyes widened when he saw Rachel, but he didn't comment.

"I need your help," continued the blond. "Whether you like it or not, I'm regaining my memories today. You can try to drag me back, but I _will_ go on without you." She paused for a moment, to let that sink in.

Verna took only five seconds to agree; she would never admit it, but she was intimidated.

The next few moments found them in the room, the module right in front of them. Rachel frowned, wondering how to get it out of its glass case, but Verna merely stepped forward and brought down her shock staff with all of her might, shattering it. "The alarm's already going," she reasoned.

Behind them, the door exploded from its hinges; more drones filed into the room, prompting Verna to attack.

"Friggin' use it already!" the New Yorker shrieked, taking down yet another robot.

Rachel saw no choice but to comply.

* * *

_"God, Rachel, do you know how much those boys bother me?"_

The first thing registered: it's all my fault.

_The redhead's body wasn't even recognizable, and she could barely listen to Patton's screams. _

_ "I want to die! I want to die! Just let me die already! She's my best friend, give her back!"_

He didn't know that those same words were tormenting me too.

_"Rachel, I know you'll be decommissioned soon. I just wondered if you were… glad to be. I know how close you were to Numbuh 86, after all."_

I choked on my laughter.

_"What the hell do you think you're doing, Factor?" _

_ "What I should've done the moment I met you in person, Cree."_

_ "I don't believe it… you're…"_

_ Bang. _

_ "…that was for Fanny."_

That was also Abby's sister. God, I'm so sorry… I'm so sorry…

What've I done?

_"It's my resolution, mine and mine alone. I don't want you getting involved anymore; it's too dangerous. I do this for the good of kids everywhere, and all actions are acceptable, so long as they save more than they kill."_

That's right… I had a goal, and it's still unfinished.

_"I want into the TND, Numbuh Infinity. Yes, I know it exists."_

_ "Fine, fine! But what're you planning to do?"_

_ "I can't save everyone, but hopefully I can save a lot of people."_

_ "Coming from the mouth of Factor, that's surprisingly humane."_

I have to keep going… or all of their deaths will amount to nothing.

And Rachel came to terms with herself at last. Three people were layered together, interchangeable but blended at the same time.

Numbuh 362, the proud and inspiring leader of them all.

Rachel Mckenzie, the girl who cared for her friends and family.

Factor, the one who gave up everything in order to achieve her goal.

She was all of them now.

* * *

"So, you've finally been inducted, huh?"

The reinstated Numbuh 362 turned to see Chad, hands in pockets, head cocked to the side questioningly. A scowling Numbuh Infinity was standing behind him.

"It's incredibly risky, you know," he commented. "If you continue with the Factor charade, someone'll figure it out."

"And that would be disastrous," put in Infinity.

Rachel glared at him icily. Coldly, she asked, "Numbuh Infinity, could you please step outside for a moment?" Her tone sanctioned no argument.

Once the dark-skinned boy had exited, 274 turned to her. "I was wondering," he said, "What happens when all this is over. You've dedicated your entire life to the Kids Next Door; what about when you finish what you started?"

Rachel turned away, a dark smirk on her face. "If all goes according to plan, then I won't have to worry about that."

Far away, they both heard a loud voice shriek, "Why're we going back to Siberia?"

* * *

Author's note: I apologize to all gay people and anime lovers; it was purely characterization. I'm an anime lover myself, and I have a lot of respect for gay people. Anyway… phew! That was quite a chapter. I'm very proud of my two characters, Verna and Drake. They won't be making any more appearances, though.

What do you think of Rachel's last remark? Review, please!


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